PREMIER GRAPHICS, INC. LOAN AND SECURITY AGREEMENT Dated: August 21, 1998 DEUTSCHE FINANCIAL SERVICES CORPORATION --------------------------------------- ----------------------------------------- TABLE OF CONTENTSLoan and Security Agreement • November 16th, 1998 • Master Graphics Inc • Commercial printing • Georgia
EXHIBIT 10.4 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
Exhibit 2.1 *** Material has been omitted from this Exhibit 2.1 pursuant to a request for confidential treatment. The "***" indicates the omissions. The material has been filed with the Secretary of the Securities and Exchange Commission. STOCK...Stock Purchase Agreement • March 29th, 1999 • Master Graphics Inc • Commercial printing • Illinois
AGREEMENT:Master Graphics Inc • May 15th, 1998 • Commercial printing • Tennessee
ARTICLE ONE RECITALSAgreement and Plan of Merger • March 29th, 1999 • Master Graphics Inc • Commercial printing
ARTICLE 1 SUPERSESSION OF ORIGINAL EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2000 • Master Graphics Inc • Commercial printing • Tennessee
EXHIBIT 4.23 [Form of Nonqualified stock Option Agreement] NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement ("Option Agreement") is between MASTER GRAPHICS, INC., a Tennessee corporation (the "Company"), and...Nonqualified Stock Option Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
EXHIBIT 4.29 EXCHANGE AGREEMENT ------------------ TABLE OF CONTENTS -----------------Exchange Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
ARTICLE 1 SUPERSESSION OF ORIGINAL EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2000 • Master Graphics Inc • Commercial printing • Tennessee
ARTICLE 1 POSITION AND RESPONSIBILITIES -----------------------------Employment Agreement • November 16th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
RECITALS: --------Loan Agreement • April 10th, 1998 • Master Graphics Inc • Tennessee
EXHIBIT AAgreement and Plan of Merger • May 15th, 1998 • Master Graphics Inc • Commercial printing
I. TERMLease Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
BACKGROUNDAsset Purchase Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Iowa
RECITALSNoncompetition Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
FORM OF UNDERWRITING AGREEMENT June ___, 1998Underwriting Agreement • June 5th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
EXHIBIT 10.5 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This First Amendment is made this 19th day of June, 1997, by and between Master Graphics, Inc., a Delaware corporation ("Buyer"), and Walter P. McMullen ("Seller"). WHEREAS, the parties entered...Stock Purchase Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
AGREEMENT:Master Graphics Inc • April 10th, 1998 • Mississippi
EXHIBIT 4.28 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
EXHIBIT 10.40 STANDARD INDUSTRIAL LEASE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONMaster Graphics Inc • May 15th, 1998 • Commercial printing • Georgia
RECITALSStock Purchase Agreement • April 10th, 1998 • Master Graphics Inc • Mississippi
AGREEMENT:Stock Purchase Warrant • April 10th, 1998 • Master Graphics Inc • Tennessee
EXHIBIT 10.14 Consulting Agreement -------------------- THIS AGREEMENT is effective as of February 1, 2000 by and between MASTER GRAPHICS, INC., a Tennessee corporation (the "Company") and MICHAEL B. BEMIS, a resident of the State of Mississippi...Consulting Agreement • April 13th, 2000 • Master Graphics Inc • Commercial printing • Tennessee
EXHIBIT 4.27 NOTE MODIFICATION AGREEMENT --------------------------- THIS NOTE MODIFICATION AGREEMENT ("Agreement") is made and entered into this the 20th day of May, 1997, by and between JACK GAMMON ("Holder") and MASTER PRINTING, INC., a Tennessee...Note Modification Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
EXHIBIT 10.44 COMMERCIAL LEASE AGREEMENT -------------------------- THIS COMMERCIAL LEASE AGREEMENT ("Lease") is made and entered into as of March 1, 1998, by and between Phil Phillips, Jr. ("Lessor"), and Premier Graphics, Inc., a Delaware...Commercial Lease Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Arkansas
EXHIBIT 10.2 AGREEMENT FOR SALE AND PURCHASE OF CORPORATE STOCK ------------------ THIS AGREEMENT is made on the 17th day of June, 1997, between WILLIAM J. BLACKWELL and BRENDA M. BLACKWELL ("Sellers") and MASTER GRAPHICS, INC. ("Buyer").Agreement for Sale and Purchase • May 15th, 1998 • Master Graphics Inc • Commercial printing • Mississippi
AGREEMENT:Stock Purchase • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
AGREEMENT:Master Graphics Inc • April 10th, 1998 • Mississippi
AGREEMENT:Master Graphics Inc • April 10th, 1998 • Tennessee
ARTICLE 1 POSITION AND RESPONSIBILITIES -----------------------------Employment Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
EXHIBIT 10.30 NONCOMPETITION AGREEMENT This Noncompetition Agreement (this "Agreement") is made as of December 16, 1997, by and between MASTER GRAPHICS, INC., a Delaware corporation ("Buyer"), and CARY ROSENTHAL, a Georgia resident ("Seller")....Noncompetition Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing • Georgia
ARTICLE IStandard Lease Agreement • May 15th, 1998 • Master Graphics Inc • Commercial printing
AGREEMENT:Stock Purchase Warrant • April 10th, 1998 • Master Graphics Inc • Georgia
Exhibit 10.8 ASSIGNMENT OF ASSET PURCHASE AGREEMENT -------------------------------------- FOR VALUE RECEIVED the undersigned, Master Printing, Inc., a Tennessee corporation ("Assignor"), hereby assigns, conveys, transfers, and quit claims, and...Assignment of Asset Purchase Agreement • April 10th, 1998 • Master Graphics Inc
FOR VALUE RECEIVED the undersigned, Master Printing, Inc., a Tennessee corporation ("Assignor"), hereby assigns, conveys, transfers, and quit claims, and delegates, any and all of its rights and obligations under that certain Asset Purchase Agreement executed as of the 20/th/ day of May, 1997 by among and between Sutherland Printing Company, Inc., an Iowa corporation ("Seller"), David Sutherland, III, ("Sutherland") and Assignor (hereinafter the "Agreement") to Premier Graphics, Inc., a Delaware corporation, incorporated as of the 3rd day of June, 1997; provided, however, that the obligation to pay the Purchase Price, and the obligation under paragraph 8.5 of the Agreement, shall remain the obligation of Assignor or its successor Master Graphics, Inc., a Delaware corporation, with whom Assignor shall be merged.
SEPTEMBER 22, 1997 AGREEMENT FOR SALE AND PURCHASE OF CORPORATE STOCK ------------------ THIS AGREEMENT is made on the 22 day of September, 1997, between THE ARGUS PRESS, INC. ("Argus"), an Illinois corporation, Joseph M. Jensen ("Jensen") and Allan...Agreement for Sale and Purchase • May 15th, 1998 • Master Graphics Inc • Commercial printing • Tennessee
