PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTPledge, Assignment and Security Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 11th day of December, 2006, by ARGAN, INC., a corporation organized under the laws of the State of Delaware (the “Pledgor”) for the benefit of BANK OF AMERICA, N.A., a national banking association, its successors and assigns (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 8, 2006, by and among ARGAN, INC., a Delaware corporation (the “Company”); and WILLIAM F. GRIFFIN, Jr. and JOEL M. CANINO (each, a “Holder” and together, the “Holders”).
Stock Purchase AgreementStock Purchase Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of this 8th day of December, 2006, by and among Argan, Inc., a Delaware corporation (the “Company”) and the purchasers identified on Schedule A, attached hereto (each a “Buyer”, and collectively the “Buyers”).
SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT Dated December 11, 2006 By and Among ARGAN INC., SOUTHERN MARYLAND CABLE, INC., VITARICH LABORATORIES, INC., GEMMA POWER, INC., GEMMA POWER SYSTEMS CALIFORNIA, INC., GEMMA POWER SYSTEMS,...Financing and Security Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products
THIS SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made this 11th day of December 2006, by and among ARGAN, INC. (formerly Puroflow Incorporated), a corporation organized under the laws of the State of Delaware (“Argan”), SOUTHERN MARYLAND CABLE, INC., a corporation organized under the laws of the State of Delaware (“SMC”), VITARICH LABORATORIES, INC. (formerly AGAX/VLI Acquisition Corporation), a corporation organized under the laws of the State of Delaware (“Vitarich”), GEMMA POWER, INC., a corporation organized under the laws of the State of Connecticut (“GP”), GEMMA POWER SYSTEMS CALIFORNIA, INC., a corporation organized under the laws of the State of California (“GPSC”), GEMMA POWER SYSTEMS, LLC, a limited liability company organized under the laws of the State of Connecticut (“GPS”), and GEMMA POWER HARTFORD, LLC, a limited liability company organized under the laws of the State of Connecticut (“GPH”), jointly and severally (each of Argan, SMC
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Connecticut
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 8th December, 2006, by and between GEMMA POWER SYSTEMS, LLC, a Connecticut limited liability company (the “Company”), and JOEL M. CANINO (the “Employee”).
PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTPledge, Assignment and Security Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products
THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 11th day of December, 2006, by ARGAN, INC., a corporation organized under the laws of the State of Delaware (the “Pledgor”) for the benefit of BANK OF AMERICA, N.A., a national banking association, its successors and assigns (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
The Company and Stockholders are parties to that certain Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), whereby Stockholders purchased 1,000,000 shares of the common stock of the Company, par value $0.15 per share (the “Common Stock”). Capitalized terms used but not defined in this Agreement have the meanings assigned to such terms in the Purchase Agreement. As an inducement to Stockholders to enter into the Purchase Agreement, the Company agrees with Stockholders as follows:
ESCROW AGREEMENTEscrow Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Maryland
This ESCROW AGREEMENT (this “Escrow Agreement”), is made and entered into as of the 8th day of December, 2006, by and among (i) ARGAN, INC., a Delaware corporation (“Purchaser”), (ii) WILLIAM F. GRIFFIN, JR. (“Griffin”), and JOEL M. CANINO (“Canino,” and together with Griffin sometimes hereinafter referred to together as, the “Sellers”); (iii) MICHAEL PRICE (“Price”); and (iv) CURTIN LAW ROBERSON DUNIGAN & SALANS, P.C., a District of Columbia professional corporation (“Escrow Agent”).
STOCK PURCHASE AGREEMENT By and Among ARGAN, INC. and GEMMA POWER, INC., and GEMMA POWER SYSTEMS CALIFORNIA, INC. and WILLIAM F. GRIFFIN, JR. and JOEL M. CANINOStock Purchase Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of December, 2006, by and among (i) ARGAN, INC., a Delaware corporation (“Purchaser”), (ii) GEMMA POWER, INC., a Connecticut corporation (“GPS-Connecticut”), (iii) GEMMA POWER SYSTEMS CALIFORNIA, INC., a California corporation (“GPS-California,” and, together with GPS-Connecticut, the “Corporations”), and (iv) WILLIAM F. GRIFFIN, JR. (“Griffin”), and (v) JOEL M. CANINO (“Canino,” and together with Griffin sometimes hereinafter referred to together as, the “Sellers”).
PLEDGE AND ASSIGNMENT AGREEMENTPledge and Assignment Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Maryland
THIS PLEDGE AND ASSIGNMENT AGREEMENT (this “Agreement”), dated December 11, 2006, from ARGAN, INC., a corporation organized under the laws of the State of Delaware (the “Pledgor”), to BANK OF AMERICA, N.A., a national banking association (the “Lender”).
ESCROW AGREEMENTEscrow Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Connecticut
This ESCROW AGREEMENT (this “Escrow Agreement”) is dated as of the 8th day of December, 2006, by and among Argan, Inc., a Delaware corporation (the “Company”), the purchasers identified on Schedule A attached hereto (each a “Buyer”, and collectively the “Buyers”) and Robinson & Cole LLP (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (defined below)
ACQUISITION TERM NOTEArgan Inc • December 14th, 2006 • Medicinal chemicals & botanical products • Maryland
FOR VALUE RECEIVED, ARGAN, INC., a corporation organized under the laws of the State of Delaware (“Argan”), SOUTHERN MARYLAND CABLE, INC., a corporation organized under the laws of the State of Delaware (“SMC”), VITARICH LABORATORIES, INC., a corporation organized under the laws of the State of Delaware (“Vitarich”), GEMMA POWER, INC., a corporation organized under the laws of the State of Connecticut (“GP”), GEMMA POWER SYSTEMS CALIFORNIA, INC., a corporation organized under the laws of the State of California (“GPSC”), GEMMA POWER SYSTEMS, LLC, a limited liability company organized under the laws of the state of Connecticut (“GPS”), and GEMMA POWER HARTFORD, LLC, a limited liability company organized under the laws of the State of Connecticut (“GPH”), jointly and severally (each of Argan, SMC, Vitarich, GP, GPSC, GPS, and GPH, a “Borrower” and collectively, the “Borrowers”); promise to pay to the order of BANK OF AMERICA, N.A., a national banking association, its successors and assig
Stock Purchase AgreementStock Purchase Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of this 8th day of December, 2006, by and among Argan, Inc., a Delaware corporation (the “Company”) and the purchasers identified on Schedule A, attached hereto (each a “Buyer”, and collectively the “Buyers”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Among ARGAN, INC. and GEMMA POWER SYSTEMS, LLC and GEMMA POWER, INC., and GEMMA POWER SYSTEMS CALIFORNIA, INC. and WILLIAM F. GRIFFIN, JR. and JOEL M. CANINOMembership Interest Purchase Agreement • December 14th, 2006 • Argan Inc • Medicinal chemicals & botanical products • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of December, 2006, by and among (i) ARGAN, INC., a Delaware corporation (“Purchaser”), (ii) GEMMA POWER SYSTEMS, LLC, a Connecticut limited liability company (“GPS”), (iii) GEMMA POWER, INC., a Connecticut corporation (“GPS-Connecticut”), (iv) GEMMA POWER SYSTEMS CALIFORNIA, INC., a California corporation (“GPS-California”), and (v) WILLIAM F. GRIFFIN, JR. (“Griffin”), and (vi) JOEL M. CANINO (“Canino,” and together with Griffin sometimes hereinafter referred to together as, the “Sellers”).
