EXHIBIT A SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of June 26, 1998 is by and among ASD GROUP, INC., a Delaware corporation (the "Company"); the parties listed on SCHEDULE 1 to this Agreement...Securities Purchase Agreement • February 1st, 1999 • Asd Group Inc • Services-engineering services • New York
PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the 24th day of September, 2001 between ASD GROUP, INC., a Delaware corporation (as to the parcels located on Industry Street), and AUTOMATIC SYSTEMS DEVELOPERS,...Purchase and Sale Agreement • December 10th, 2001 • Asd Group Inc • Services-engineering services • New York
AMENDMENT NO. 1, dated as of October 5, 2001 (the "Amendment"), to ASSET PURCHASE AGREEMENT dated as of September 24, 2001(the "Asset Purchase Agreement") by and between ASD GROUP, INC., a Delaware corporation ("ASDG"), AUTOMATIC SYSTEMS DEVELOPERS,...Asset Purchase Agreement • December 10th, 2001 • Asd Group Inc • Services-engineering services
EXHIBIT 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of the 12th day of May, 1997, by and between ASD Group, Inc., a Delaware corporation with its principal place of business at 1 Industry Street,...Indemnification Agreement • October 10th, 1997 • Asd Group Inc • Services-engineering services • Delaware
RECITALSEmployment Agreement • March 13th, 1997 • Asd Group Inc • Services-engineering services • New York
EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 2nd day of June, 1999, by and between ASD Group, Inc., a Delaware corporation with its principal office at 1 Industry Street,...Employment Agreement • October 13th, 2000 • Asd Group Inc • Services-engineering services • New York
Form of Underwriting Agreement - Subject to Additional Review] 1,400,000 SHARES OF COMMON STOCK ASD GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 1997 • Asd Group Inc • Services-engineering services • New York
AMENDMENT TO PURCHASE AND SALE AGREEMENT AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the 5th day of October, 2001 between ASD GROUP, INC., a Delaware corporation (as to the parcels located on Industry Street), and AUTOMATIC...Purchase and Sale Agreement • December 10th, 2001 • Asd Group Inc • Services-engineering services
RECITALSEmployment Agreement • February 1st, 1999 • Asd Group Inc • Services-engineering services
April 2, 1997 Automatic Systems Developers, Inc. Industry Street Poughkeepsie, New York 12603 Dear Sirs: Reference is made to: (i) that certain Amended and Restated Line of Credit, Loan Extension and Security Agreement dated December 30, 1994, as...Line of Credit Agreement • April 16th, 1997 • Asd Group Inc • Services-engineering services
Reference is made to: (i) that certain Amended and Restated Line of Credit, Loan Extension and Security Agreement dated December 30, 1994, as revised, modified and amended by First Amendment to Amended Restated Line of Credit Loan, Loan Extension, and Security Agreement dated May 18, 1995, and as further revised, modified and extended by Second Amendment to Amended and Restated Line of Credit, Loan Extension, and Security Agreement dated as of August 17, 1995 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") and (ii) that certain Amended and Restated Replacement Promissory Note, dated August 17, 1995 (as amended, supplemented or otherwise modified from time to time, the "Note", and together with the Loan Agreement, the "Loan Documents").
ASD GROUP, INC. ANDRepresentatives' Warrant Agreement • March 13th, 1997 • Asd Group Inc • Services-engineering services • New York
EXHIBIT B FORM OF SUBSCRIPTION AGREEMENT TO: ASD Group, Inc. 1 Industry Street Poughkeepsie, New York 12603 1. SUBSCRIPTION. (a) The undersigned ("Purchaser"), intending to be legally bound, hereby irrevocably subscribes for the number of shares of...Subscription Agreement • February 1st, 1999 • Asd Group Inc • Services-engineering services • New York
AGREEMENTRevolving Credit, Term Loan and Security Agreement • December 17th, 1998 • Asd Group Inc • Services-engineering services • New York
AMONG AUTOMATIC SYSTEMS DEVELOPERS, INC. AND HIGH TECHNOLOGY COMPUTERS, INC., AS BORROWERS,First Amendment Agreement • March 12th, 1999 • Asd Group Inc • Services-engineering services • New York
OHS Draft 3/6/97 FINANCIAL ADVISORY AND CONSULTING AGREEMENT This Agreement is made and entered into as of this____day of ___________, 1997 [the effective date of the Registration Statement], by and between ASD Group, Inc., a Delaware corporation (the...Financial Advisory and Consulting Agreement • March 13th, 1997 • Asd Group Inc • Services-engineering services • New York
EXHIBIT 1 ASD GROUP, INC. One Industry Street Poughkeepsie, NY 12603 (914) 452-3000Pension Agreement • March 12th, 1999 • Asd Group Inc • Services-engineering services
This letter will confirm our agreement with respect to the prior agreement you had with ASD Group, Inc. (the "Company") pursuant to the letter dated January 4, 1993 (the "Original Letter"). Pursuant to the Original Letter, the Company agreed to provide you with a pension of $30,000.00 per year for 15 years. The Company also agreed to continue to pay your health insurance premiums during this time. Finally, the Company agreed that should you die during this period, the pension would paid to your wife or children.
March 4, 1999Debt Forgiveness Agreement • March 12th, 1999 • Asd Group Inc • Services-engineering services
RECITALSOption and Forbearance Agreement • February 1st, 1999 • Asd Group Inc • Services-engineering services • New York
ASD GROUP, INC. ONE INDUSTRY STREET POUGHKEEPSIE, NEW YORK 12603 Dated as of December 20, 1996 Mr. William Becker P.O. Box 170 Convent Station, New Jersey 07961 Dear Mr. Becker: Reference is made to that certain Purchase Agreement dated as of December...Purchase Agreement • January 15th, 1997 • Asd Group Inc • Services-engineering services
EXHIBIT 10.18 THIS THIRD AMENDMENT AGREEMENT dated as of March 1, 2000 (this "Amendment") among Automatic Systems Developers, Inc., a New York corporation (the "Borrower"), ASD Group, Inc., a Delaware corporation ("Holdings"); the financial...Third Amendment Agreement • October 13th, 2000 • Asd Group Inc • Services-engineering services • New York
RECITALSSecond Restructuring Agreement • March 12th, 1999 • Asd Group Inc • Services-engineering services • New York
