Asset Purchase Agreement (June 28th, 2017)
This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of June 27, 2017, by and among DTV Holding Inc., a Delaware corporation ("Buyer"), KING FORWARD, INC., a Florida corporation ("King Forward"), TIGER EYE BROADCASTING CORPORATION, a Florida corporation, ("Tiger Eye"), TIGER EYE LICENSING, L.L.C., a Florida limited liability company ("Tiger Eye Licensing") and BELLA SPECTRA CORPORATION, a Florida corporation ("Bella Spectra" and together with King Forward, Tiger Eye and Tiger Eye Licensing, collectively, the "Sellers" and each a "Seller").
Investor Rights Agreement (June 28th, 2017)
INVESTOR RIGHTS AGREEMENT (this "Agreement") dated as of June 27, 2017 by and among DTV America Corporation, a Delaware corporation (the "Corporation"), DTV Holding Inc., a Delaware corporation, and the holders of the Corporation's common stock, par value $0.01 per share (the "Common Stock") listed on Schedule A hereto (each a "Stockholder" and collectively, the "Stockholders"), and effective upon and subject to the consummation of the transactions contemplated by the Securities Purchase Agreement (as defined below) which will result in DTV Holding and its Affiliates (each as defined below) owning more than fifty (50%) of the currently outstanding shares of Common Stock of the Corporation.
Securities Purchase Agreement (June 28th, 2017)
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 27, 2017, by and among John N. Kyle II, Kristina C. Bruni, King Forward, Inc., Equity Trust Co FBO John N. Kyle, Tiger Eye Licensing L.L.C., Bella Spectra Corporation, Kim Ann Dagen and Michael S. Dagen, Trustees of the Kim Ann Dagen Revocable Living Trust Agreement dated March 2, 1999, Madison Avenue Ventures LLC, Paul Donner, Reeves Callaway, Don Shalhub, Shalhub Medical Investments PA, Tipi Sha, LLC, Luis O. Suau, Irwin Podhajser, Humberto Garriga (collectively, the "Sellers") and DTV Holding Inc., a Delaware corporation (the "Purchaser") (each of the Sellers and the Purchaser, a "Party" to this Agreement, and collectively, the "Parties").
Restricted Stock Unit Award Agreement (June 14th, 2017)
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made, effective as of [DATE] (hereinafter the "Date of Grant"), between HC2 Holdings, Inc. (the "Company"), and [NAME] (the "Participant").
Voluntary Conversion Agreement (May 8th, 2017)
This Voluntary Conversion Agreement (this "Agreement") is made and entered into as of May 2, 2017, by and between HC2 Holdings, Inc., a Delaware corporation (the "Company"), DG Value Partners, LP ("DG Fund 1") and DG Value Partners II Master Funds, LP ("DG Fund 2"), holders (collectively, the "Holder") of the Company's Series A Convertible Participating Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") and of the Company's Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share (the "Series A-1 Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock").
11.000% Senior Secured Bridge Note Due 2019 HC2 Holdings 2, Inc. (December 20th, 2016)
INTEREST. HC2 Holdings 2, Inc., a Delaware corporation (the "Bridge Note Issuer"), promises to pay or cause to be paid interest on the principal amount of this Bridge Note at 11.000% per annum until maturity. The Bridge Note Issuer will pay interest, if any, semi-annually in arrears on December 1 and June 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on this Bridge Note will accrue from the date of issuance and the first Interest Payment Date shall be June 1, 2017. The Bridge Note Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law (as defined in the indenture, dated as of November 20, 2014 (the "Existing Indenture"), among HC2 Holdings, Inc., a Delaware corporation (the "Company"), the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the "Trustee") and as collateral trustee (in such capacity, the "C
Term; Effectiveness. Subject to the Terms and Conditions of This Agreement, the Company Agrees to Employ Executive and Executive Agrees to Be Employed by the Company as an At-Will Employee as of November 19, 2012 (The "Effective Date"). As an At-Will Employee, the Company May Terminate Executive's Employment at Any Time, With or Without Reason, and Executive May Resign at Any Time, With or Without Reason, Both Subject to the Notice Provisions in Section 5. The Provisions of This Agreement Will Continue to Apply Unless and Until Executive Is Informed in Writing That It Is Being Prospectively Mo (November 5th, 2012)
respective Affiliates or Subsidiaries who are under contract or doing business with the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries to terminate, reduce or divert business with or from the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries.