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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG CIFC CORP., DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of September 24, 2012 (September 25th, 2012)

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of September 24, 2012 (this Agreement), is by and among CIFC Corp., a Delaware corporation (formerly Deerfield Capital Corp.) (the Company), DFR Holdings, LLC, a Delaware limited liability company (DFR Holdings), and CIFC Parent Holdings LLC, a Delaware limited liability company (CIFC Parent, and together with DFR Holdings, the Investors and, the Investors together with the Company, the Parties).

Second Amendment to Third Amended and Restated Credit Agreement (June 19th, 2012)

This Second Amendment dated as of June 15, 2012 to Third Amended and Restated Credit Agreement (this Amendment) is entered into by and among Ferro Corporation, an Ohio corporation (the Company), the Subsidiaries of the Company listed on the signature pages hereto, the several banks and other financial institutions or entities listed on the signature pages hereto as Lenders, and PNC Bank, National Association, as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, the Security Agreement and the Guaranty, as applicable.

Sorrento Therapeutics, Inc. – Amended and Restated Stock Purchase Agreement (May 14th, 2012)

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this Agreement), dated as of May 14, 2012, is made by and among Sorrento Therapeutics, Inc., a Delaware corporation (the Company), and each of the Investors listed on Exhibit A-1 and Exhibit A-2 attached hereto (each, an Investor and collectively, the Investors).

$60,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Among CKX, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent Dated as of April 15, 2011 (April 21st, 2011)

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 15, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), among CKX, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time party hereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the Administrative Agent) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the Collateral Agent), with J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. and UBS SECURITIES LLC, as joint lead arrangers and joint book managers (collectively, in such capacities, the Joint Lead Arrangers).

SECURITIES PURCHASE AGREEMENT Dated as of April 13, 2011 AMONG K12 INC. AND THE OTHER PARTIES NAMED HEREIN (April 18th, 2011)
CREDIT AGREEMENT Dated as of October 21, 2010, Among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as Borrower and ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., as Parent and the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and OPPENHEIMER & CO. INC., as Joint Lead Arrangers and Joint Bookrunners OPPENHEIMER & CO. INC., as Syndication Agent RAYMOND JAMES BANK, as Manager (October 26th, 2010)

CREDIT AGREEMENT, dated as of October 21, 2010, among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as Borrower, ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., as Parent, the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the Lenders), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

First Amendment to Second Amended and Restated Credit Agreement (July 27th, 2010)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 26, 2010 (this Agreement), is entered into by and among FERRO CORPORATION, an Ohio corporation (the Company), the several banks and other financial institutions or entities listed on the signature pages hereto as Lenders (collectively, the Signing Lenders), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a Credit Suisse, Cayman Islands Branch) (Credit Suisse), as Original Term Loan Administrative Agent (in such capacity, the Original Term Loan Administrative Agent), PNC BANK, NATIONAL ASSOCIATION (as successor-by-merger to National City Bank) and PNC Bank, as New Term Loan Administrative Agent (in such capacity, the New Term Loan Administrative Agent) and as Revolving Loan Administrative Agent (in such capacity, Revolving Loan Administrative Agent, and together with the Original Term Loan Administrative Agent and the New Term Loan Administrative Agent, the Administrative Agents). Capitalized terms used b

Agreement (July 7th, 2010)

This Agreement (this Agreement) is made and entered into as of July 1, 2010 (the Effective Date), by and among BIOLASE Technology, Inc., a Delaware corporation (the Company), Federico Pignatelli (Mr. Pignatelli), and each of David Mulder, George dArbeloff, Robert Anderton, James Largent and Gregory Waller (collectively, the Other Directors, and together with Mr. Pignatelli, the Directors) in each of the Directors respective capacities as an individual and as a director of the Company, and Brett Scott, the Companys Chief Financial Officer, and Michael Carroll, the Companys General Counsel, both in their respective capacities as an individual and officer of the Company (collectively, the Officers). Each of the Company, the Directors and the Officers are referred to herein as a Party, and collectively as the Parties.

COLLATERAL TRUST AGREEMENT Dated as of July 31, 2009, Among UNISYS CORPORATION, the Guarantors From Time to Time Party Hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Under the First Lien Indenture, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Under the Second Lien Indenture, the Other Secured Debt Representatives From Time to Time Party Hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Trustee (August 3rd, 2009)

This Collateral Trust Agreement (this Agreement) is dated as of July 31, 2009 and is by and among Unisys Corporation, a Delaware corporation (the Company), the Guarantors from time to time party hereto, Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as First Lien Trustee (as defined below), Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as Second Lien Trustee (as defined below), the other Secured Debt Representatives from time to time party hereto, and Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as Collateral Trustee (in such capacity and together with its successors in such capacity, the Collateral Trustee).

Fourth Amendment to Amended and Restated Credit Agreement (March 11th, 2009)

This FOURTH AMENDMENT dated as of March 11, 2009 (this Amendment No. 4), to the Existing Credit Agreement is among FERRO CORPORATION, an Ohio corporation (the Company), each Lender party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Term Loan Administrative Agent, and NATIONAL CITY BANK, as Revolving Loan Administrative Agent and Collateral Agent.

Alpharma, Inc. – Contract (December 28th, 2006)
Contract (December 27th, 2006)

Exhibit 10.6 EXECUTION COPY FORBEARANCE AND DEBT PAYMENT AGREEMENT This FORBEARANCE AND DEBT PAYMENT AGREEMENT (this "Agreement") is entered into as of the ____ day of December, 2006, by and between Eastech Electronics (Taiwan) Inc. ("Eastech") and SOYO Group, Inc. ("Soyo)"). RECITALS -------- A. Soyo is indebted to Eastech for goods purchased pursuant to purchase orders and related documents (as amended and modified from time to time prior to the date hereof, the "Documents"). As of the date of this Agreement, the indebtedness is in the amount of US $3,785,280.28 (the "Indebtedness"). The Indebtedness to Eastech is unsecured and is not evidenced by an instrument. B. The Indebtedness was due in full prior to the date hereof an

Bear Stearns Commercial Mortgage Securities Trust 2006-TOP24 – Contract (November 16th, 2006)

Exhibit 10.3 ================================================================================ MORTGAGE LOAN PURCHASE AGREEMENT between WELLS FARGO BANK, NATIONAL ASSOCIATION as Seller and BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC. as Purchaser Dated as of October 18, 2006 ================================================================================ TABLE OF CONTENTS 1. AGREEMENT TO PURCHASE..................................................3 2. CONVEYANCE OF MORTGAGE LOANS...........................................3 3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW................10 4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER................12 5.

Loudeye – Contract (August 8th, 2006)

EXHIBIT 10.1 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of August 7, 2006, by and among Nokia Inc., a Delaware Corporation ("PARENT"), Loudeye Corp., a Delaware corporation (the "COMPANY"), and the undersigned stockholder ("STOCKHOLDER") of the Company. RECITALS A. Concurrently with the execution of this Agreement, Parent, Loretta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), and the Company have entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"), which provides for the merger (the "MERGER") of Merger Sub with and into the Company. B. Pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company will be canceled and converted into the right to receive the consideration set forth in the Merger Agreement upon the terms and subject to the con

Contract (July 7th, 2006)

EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and between INTEGRA LIFESCIENCES CORPORATION, INTEGRA CALIFORNIA, INC., KINETIKOS MEDICAL, INC., TELEGRAPH HILL PARTNERS MANAGEMENT LLC and THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGE HERETO Dated as of June 30, 2006 TABLE OF CONTENTS PAGE ARTICLE I. DEFINITIONS........................................................2 - ---------------------- Section 1.1 Certain Defined Terms.....................................2 ----------- --------------------- Section 1.2 Other Definitional Provisions............................18 ----------- -------------

Contract (June 28th, 2006)

EXHIBIT 10.10 EXECUTION COPY POKAGON GAMING AUTHORITY $305.0 Million 10-3/8% Senior Notes due 2014 PURCHASE AGREEMENT dated June 15, 2006 BANC OF AMERICA SECURITIES LLC PURCHASE AGREEMENT June 15, 2006 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 As Initial Purchaser Ladies and Gentlemen: Introductory. Pokagon Gaming Authority (the "Authority"), a wholly owned, unincorporated instrumentality of the Pokagon Band of Potawatomi Indians, an Indian tribe recognized by the Secretary of the Interior pursuant to 25 U.S.C. Sections 1300j et seq. (the "Tribe"), proposes to issue and sell to Banc of America Securities LLC (the "Initial Purchaser") $305.0 million in aggregate pri

Bear Stearns Commercial Mortgage SecuritiesTrust 2006-TOP22 – Contract (May 5th, 2006)

EXHIBIT 10.3 ================================================================================ MORTGAGE LOAN PURCHASE AGREEMENT between PRINCIPAL COMMERCIAL FUNDING, LLC as Seller and BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC. as Purchaser Dated as of April 6, 2006 ================================================================================ TABLE OF CONTENTS 1. AGREEMENT TO PURCHASE..................................................3 2. CONVEYANCE OF MORTGAGE LOANS...........................................3 3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW................10 4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER................12 5. REMEDIES UPON B

Loudeye – Contract (May 4th, 2006)

FUNCTION NUMBER OF WEEKS OF TRANSITION SERVICES - -------- -------------------------------------- Human Resources 8 weeks Accounting 3 weeks Legal Filing 3 weeks IT support (email, phones, electronic 8 weeks records, etc.)

Allergan – Contract (April 12th, 2006)

Principal Amount of Initial Purchasers Securities to be Purchased - ------------------ -------------------------- Morgan Stanley & Co. Incorporated.................. $240,000,000 Banc of America Securities LLC..................... 208,000,000 Citigroup Global Markets Inc....................... 184,000,000 Goldman, Sachs & Co................................ 168,000,000 Total........................................... $800,000,000

Allergan – Contract (April 4th, 2006)

PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions.....................................................6 Section 1.02. Accounting Terms and Determinations............................21 Section 1.03. Types of Borrowings............................................21 ARTICLE 2 THE CREDITS Section 2.01. Commitments to Lend............................................21 Section 2.02. Notice of Committed Borrowings.................................22 Section 2.03. Competitive Bid Borrowings.....................................22 Section 2.04. Notice to Banks; Funding of Loans..............................26 Section 2.05. Notes..........................................................27 S

Contract (March 31st, 2006)
Contract (March 10th, 2006)

INDEX OF APPENDICES ------------------- Annexes - ------- Annex A - Definitions Annex B - Pro Rata Shares and Commitment Amounts Annex C - Closing Checklist Annex D - Pro Forma Annex E - Lenders' Bank Accounts Annex F - Compliance and Excess Cash Flow Certificate Exhibits - -------- Exhibit 1.1(a) - Term Note B Exhibit 1.1(b)(i) - Revolving Note Exhibit 1.1(b)(ii) - Notice of Revolving Credit Advance Exhibit 1.1(c) - Swing Line Note Exhibit 1.1(d) - Request for Letter of Credit Issuance Exhibit 1.2(e) - Notice of Continuation/Conversion Exhibit 6.2(d) - Borrowing Base Certificate Exhibit 8.1 - Assignment Agreement Schedules - --------- Schedule 3.1(a) - Jurisdictions of Organization and Qual

Contract (March 3rd, 2006)

EXHIBIT 10.1 EXECUTION COPY ================================================================================ $445,000,000 CREDIT AGREEMENT among GENTIVA HEALTH SERVICES, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Sole Lead Arranger and Sole Bookrunner, and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of February 28, 2006 ================================================================================ TABLE OF CONTENTS

WebSideStory – Contract (February 7th, 2006)

EXHIBIT 10.3 NON-COMPETITION AGREEMENT This Non-Competition Agreement (this "Agreement") is being executed and delivered as of February 1, 2006 by and between James W. MacIntyre, IV ("Unitholder") and WebSideStory, Inc., a Delaware corporation ("Parent"). WHEREAS, Visual Sciences, LLC, a Delaware limited liability company (the "Company"), Parent and VS Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), have entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company will merge with and into Merger Sub (the "Transaction"). WHEREAS, goodwill was a material consideration in Parent's decision to enter into the Transaction. If Unitholder were to compete with the business of Parent and the Company and Merger Sub subsequent to the consummation of the Transaction, such competition would materially and adversely affect the value of the

GP Strategies Corporation – Contract (January 25th, 2006)

Exhibit 10.4 STOCK EXCHANGE AGREEMENT This STOCK EXCHANGE AGREEMENT (this "Agreement"), dated as of January 19, 2006, by and between GP STRATEGIES CORPORATION, a Delaware corporation ("GPX"), and MARTIN M. POLLAK ("Pollak"). WHEREAS, Pollak owns 165,819 shares of GPX's Common Stock, par value $0.01 per share ("Common Stock"), and 31,250 shares of GPX's Class B Capital Stock, par value $0.01 per share ("Class B Stock"); WHEREAS, GPX believes it would be in the best interests of GPX and its stockholders if GPX were to restructure its capital structure into only one class of common stock by repurchasing and/or exchanging upon satisfactory terms and conditions and thereby retiring all of the outstanding shares of Class B Stock owned by Pollak and the other holders thereof; WHEREAS, GPX therefore approached Pollak to determine whether Pollak would exchange the Class B Stock into Common Stock, at a rate of one share of Clas

Contract (January 24th, 2006)

EXHIBIT 10.1 CORRECTIONS CORPORATION OF AMERICA $150,000,000 6.75% SENIOR NOTES DUE 2014 UNDERWRITING AGREEMENT dated January 18, 2006 BANC OF AMERICA SECURITIES LLC LEHMAN BROTHERS INC. WACHOVIA CAPITAL MARKETS, LLC UNDERWRITING AGREEMENT January 18, 2006 BANC OF AMERICA SECURITIES LLC LEHMAN BROTHERS INC. WACHOVIA CAPITAL MARKETS, LLC As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019 HSBC Securities (USA) Inc. As Qualified Independent Underwriter 452 Fifth Avenue, 3rd Floor New York, NY 10018 Ladies and Gentlemen: Introductory. Corrections Corporation of America, a Maryland corporation (the "Company"), proposes to issue and sell to the several underwriters nam

National Holdings – Contract (January 18th, 2006)

Exhibit 10.48 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 11th day of January, 2006 by and among Olympic Cascade Financial Corporation, a Delaware corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors"). Recitals A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended; and B. The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, (i) an aggregate of 10,000 shares of Series B Co

Insteel Industries, Inc. – Contract (January 13th, 2006)

Page ---- 1. AMOUNT AND TERMS OF CREDIT......................................................................... 1 1.1 Credit Facilities......................................................................... 1 1.2 Letters of Credit......................................................................... 5 1.3 Prepayments............................................................................... 5 1.4 Use of Proceeds........................................................................... 7 1.5 Interest and Applicable Margins........................................................... 7 1.6 Eligible Accounts..................................................

Maverick Oil And Gas – Contract (January 9th, 2006)

FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 5, 2006, by and among Maverick Oil and Gas, Inc., a Nevada corporation, with headquarters located at 888 East Las Olas Boulevard, Suite 400, Fort Lauderdale, Florida 33301 (THE "COMPANY"), and the undersigned buyers (each, a "BUYER", and collectively, the "BUYERS"). WHEREAS: A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer (i) convertible secured debentures of the Company (the "DEBENTURES") issued pursuant to the Securities Purchase Agreement) which, among other things, will be convertible into shares (as converted, the "CONVERSION SHARES") of the Compan

Prolong International Corp – Contract (December 22nd, 2005)

EXHIBIT 10.1 December 19, 2005 Penelope Parmes, Esq. Rutan & Tucker, LLP 611 Anton Boulevard 14th Floor Costa Mesa, CA 92626-1998 Re: Agreement for Turn Over of Collateral ------------------------------------- Dear Penelope: We understand that you are representing Prolong International Corporation and Prolong Super Lubricants, Inc. (collectively "Prolong"). This letter will serve to memorialize the agreement reached by our respective clients on Friday, December 16, 2005. As you know we represent St. Cloud Capital Partners, LP, a Delaware limited partnership ("St. Cloud"), Aspen Ventures LLC, a New York limited liability company, Bedford Oak Offshore, Ltd., a Cayman Islands company, and Bedford Oak Capital, L.P., a Delaware limited partnership (collectively "Secured Creditors"). The Secured Creditors hold certain rights pursuant to that certain Pledge And Security Agreement dated as of November 24, 2003 amo

Contract (December 5th, 2005)

EXHIBIT 10.1 EXECUTION COPY STOCKHOLDERS AGREEMENT dated as of December 2, 2005 by and among LIGAND PHARMACEUTICALS INCORPORATED, THIRD POINT LLC, THIRD POINT OFFSHORE FUND, LTD., THIRD POINT PARTNERS LP, THIRD POINT ULTRA LTD., LYXOR/THIRD POINT FUND LTD., and THIRD POINT PARTNERS QUALIFIED LP NSD\56089.7 This STOCKHOLDERS AGREEMENT dated as of December 2, 2005 (this "STOCKHOLDERS AGREEMENT") is made and entered into by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (the "COMPANY"), and Third Point LLC, a Delaware limited liability company ("THIRD POINT"), and Third Point O

Contract (October 6th, 2005)

Exhibit 10.1 SPONSOR STOCKHOLDERS AGREEMENT This SPONSOR STOCKHOLDERS AGREEMENT (this "Agreement") is made as of October 3, 2005, among R.H. Donnelley Corporation, a Delaware corporation ("Parent"), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership ("Welsh Carson IX"), WD GP Associates LLC ("WCAS Coinvest") and WD Investors LLC ("WCAS Coinvest II") (each of Welsh Carson IX, WCAS Coinvest and WCAS Coinvest II, a "Stockholder" and collectively, the "Stockholders") and any other subsequent holder of Shares who agrees to be bound by the terms of this Agreement in accordance with the terms hereof. Parent and the Stockholders are sometimes referred to herein individually as a "Party" and collectively as the "Parties." The meaning of certain capitalized terms used herein are set forth in Section 7 hereto. RECITALS A. Dex Media, Inc., a Delaware corporation (the "Company"), Dex Holdings LLC, a Del

Contract (September 13th, 2005)

EXECUTION COPY ASSET PURCHASE AGREEMENT By and Between TYCO HEALTHCARE GROUP LP and SHERWOOD SERVICES, AG, as Seller, And INTEGRA LIFESCIENCES CORPORATION and INTEGRA LIFESCIENCES (IRELAND) LIMITED, as Buyer, Dated as of September 7, 2005 TABLE OF CONTENTS Page Article 1. SALE AND PURCHASE OF ASSETS.......................................2 1.1 Purchased Assets...........................................2 1.2 Excluded Assets............................................6 Article 2. PURCHASE PRICE; PURCHASE PRICE ADJUSTMENT.........................9 2.1 Purchase Price.............................................9

Santarus, Inc. – Contract (August 17th, 2005)

Exhibit 10.1 7,350,000 SHARES SANTARUS, INC. SHARES OF COMMON STOCK ($0.0001 PAR VALUE) PLACEMENT AGENT AGREEMENT August 16, 2005 SG COWEN & CO., LLC RBC CAPITAL MARKETS CORPORATION c/o SG Cowen & Co., LLC 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: Santarus, Inc., a Delaware corporation (the "COMPANY"), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this "AGREEMENT") and the Subscription Agreements in the form of Exhibit A attached hereto (the "SUBSCRIPTION AGREEMENTS") entered into with the Purchasers identified therein (each a "PURCHASER" and, collectively, the "PURCHASERS"), an aggregate of 7,350,000 shares of Common Stock, $0.0001 par value (the "COMMON STOCK"), of the Company. The a

Contract (August 2nd, 2005)

EXHIBIT 10.1 ------------ Employment Agreement -------------------- This Employment Agreement (the "Agreement"), effective as of August 1, 2005 (the "Effective Date"), is made by and between Eric R. Zimmerman (the "Executive") and Dayton Superior Corporation, an Ohio corporation, and any of its subsidiaries and affiliates as may employ Executive from time to time (collectively, and together with any successor thereto, the "Company"). RECITALS A. It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof. B. The Executive desires to provide services to the Company on the terms herein provided. AGREEMENT NOW, THEREFO