Exhibit 1.1 1,325,000 COMMON SHARES DAG MEDIA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 1999 • Dag Media Inc • Miscellaneous publishing • Oregon
UNDERWRITING AGREEMENT between MANHATTAN BRIDGE CAPITAL, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters MANHATTAN BRIDGE CAPITAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2015 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
The undersigned, Manhattan Bridge Capital, Inc., a corporation formed under the laws of the State of New York (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Agreement Preamble Acquisition Preamble Affiliated Group Section 3.10 Buyer Preamble Claim Notice Section 8.3 Closing Section 2.3 Code Section 3.11 Company Preamble Company Balance Sheet Section 3.6 Company Common Stock Section 3.2 Company Contracts...Stock Purchase Agreement • August 31st, 2004 • Dag Media Inc • Miscellaneous publishing • New York
1,325,000 SHARES OF COMMON STOCK DAG MEDIA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 1999 • Dag Media Inc • Oregon
WITNESSETH:Employment Agreement • March 10th, 1999 • Dag Media Inc • New Jersey
UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2021 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
The undersigned, Manhattan Bridge Capital, Inc., a corporation formed under the laws of the State of New York (the “Company”), hereby confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (hereinafter referred to as “you” or the “Underwriter”) as follows:
WITNESSETH:Employment Agreement • March 22nd, 2000 • Dag Media Inc • Miscellaneous publishing • New York
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 15th, 2016 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
DAG MEDIA, INC. INCENTIVE STOCK OPTION AGREEMENT As of ________________ DAG Media, Inc., a New York corporation (the "Company"), pursuant to Section 6 of the Company's 1999 Stock Option Plan As Amended (the "Plan"), hereby grants to _____________ (the...Incentive Stock Option Agreement • February 8th, 2002 • Dag Media Inc • Miscellaneous publishing
WITNESSETH:Employment Agreement • March 10th, 1999 • Dag Media Inc • New Jersey
DAG MEDIA, INC.Incentive Stock Option Agreement • February 8th, 2002 • Dag Media Inc • Miscellaneous publishing
OFPurchase Warrant • March 10th, 1999 • Dag Media Inc • Oregon
Form of Representative’s Warrant AgreementPurchase Warrant Agreement • July 22nd, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Form of Representative’s Warrant AgreementWarrant Agreement • May 29th, 2015 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
EXCHANGE AGREEMENTExchange Agreement • March 10th, 1999 • Dag Media Inc
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 10th, 2023 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
PREAMBLE. This Amended and Restated Credit and Security Agreement (herein, together with all schedules and exhibits hereto, and as it may be amended or modified from time to time, called this “Agreement”), dated as of August 8, 2017 (the “Closing Date”), is made among (i) MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (herein sometimes called “MBC” or “Borrower” and collectively with any Person who is or hereafter becomes a party to this Agreement as a borrower or a guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (ii) the financial institutions who are now or hereafter become parties to this Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”) and (iii) WEBSTER BUSINESS CREDIT CORPORATION, a New York corporation, A DIVISION OF WEBSTER BANK, N.A., successor in interest to Webster Business Credit Corporation (“WBCCWBC”), individually, as a Lender hereunder and as agent for itself and each other Lender Party (as hereinafter defi
Manhattan Bridge Capital, Inc.Waiver of Salary Agreement • March 17th, 2020 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
COLLECTION AGREEMENT -between- DAPEY ASSAF-DAPEY ZAHAV and DAPEY ASSAF- HAMADRIKH LEASSAKIM ISRAELIM BE NEW YORKCollection Agreement • May 6th, 1999 • Dag Media Inc • Miscellaneous publishing
WAIVER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 27th, 2018 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
THIS WAIVER AND AMENDMENT NO. 1 (this “Amendment”) is entered into as of July 11, 2018, by and among MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“Borrower”; and collectively with any Person who is or hereafter becomes a party to the Credit Agreement (as defined below) as a borrower or a guarantor, each a “Loan Party” and collectively, the “Loan Parties”), the financial institutions who are or hereafter become parties to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and each individually a “Lender”) and WEBSTER BUSINESS CREDIT CORPORATION (“WBCC”), individually, as a Lender hereunder and as agent for itself and each other Lender (WBCC, acting in such agency capacity, the “Agent”).
REVOLVING CREDIT NOTERevolving Credit Note • March 17th, 2020 • Manhattan Bridge Capital, Inc • Real estate investment trusts
This Note is one of the “Revolving Credit Notes” issued to evidence the Revolving Advances being made available by Payee to Borrower pursuant to the provisions of the Amended and Restated Credit and Security Agreement, dated as August 8, 2017 (herein, as at any time amended, modified or supplemented, called the “Credit Agreement”; capitalized terms used herein and not defined herein having the meanings assigned to them in the Credit Agreement), among the Borrower, the other Loan Parties identified therein, the financial institutions identified therein (each a “Lender” and collectively, the “Lenders”) and Webster Business Credit Corporation (“WBCC”) as a Lender and agent for all other Lenders (WBCC, in such capacity, “Agent”) to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtednes
ContractStock Purchase Agreement • October 17th, 2006 • Dag Media Inc • Miscellaneous publishing • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of October 11, 2006 (the “Agreement”), by and between Guy Mushkat, an individual having an address at 451 East 83rd Street, Apt. 11C, New York, NY 10028 (“Seller”) and DAG Media, Inc., a New York corporation with an address at 192 Lexington Avenue, New York, NY 10016 (“Buyer). W I T N E S S E T H: WHEREAS, Seller is the record and beneficial owner of 100 shares of common stock, $0.1 par value per share of Shopila Corporation (the “Company”), a Delaware corporation, representing as of the date hereof the total issued and outstanding shares of the Company; and WHEREAS, Seller desires to sell and Buyer desires to purchase, on the terms and subject to the conditions set forth in this Agreement, 80 shares, representing as of the date hereof 80% of the total issued and outstanding shares of the Company (the “Purchased Stock”); and WHEREAS, Seller is the President, Chief Executive Officer, Secretary and Director of the
INDENTURE Dated as of ________________ __, 2016 BETWEEN MBC FUNDING II CORP., as Issuer, MANHATTAN BRIDGE CAPITAL, INC. and [TRUSTEE TBD], as Indenture Trustee Senior Secured NotesIndenture • January 6th, 2016 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
INDENTURE, dated as of ________________ __, 2016, between MBC FUNDING II CORP., a New York corporation, as issuer, MANHATTAN BRIDGE CAPITAL, INC., a New York corporation, and [Trustee TBD], a [type of organization], not in its individual capacity, but solely as Indenture Trustee under this Indenture.
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • July 27th, 2018 • Manhattan Bridge Capital, Inc • Real estate investment trusts
This Note is one of the “Revolving Credit Notes” issued to evidence the Revolving Advances being made available by Payee to Borrower pursuant to the provisions of the Amended and Restated Credit and Security Agreement, dated as August 8, 2017 (herein, as at any time amended, modified or supplemented, called the “Credit Agreement”; capitalized terms used herein and not defined herein having the meanings assigned to them in the Credit Agreement), among the Borrower, the other Loan Parties identified therein, the financial institutions identified therein (each a “Lender” and collectively, the “Lenders”) and Webster Business Credit Corporation (“WBCC”) as a Lender and agent for all other Lenders (WBCC, in such capacity, “Agent”) to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was made and is to be repaid, including, but not limited to, those related to voluntary or mandatory prepayment of the indebtednes
FOURTH NOTE EXTENSION AGREEMENTFourth Note Extension Agreement • October 30th, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts
THIS FOURTH EXTENSION AGREEMENT is entered into as of the 29th day of October, 2014 between MANHATTAN BRIDGE CAPITAL, INC., with offices at 60 Cutter Mill Road, Great Neck, New York 11021 (hereinafter “Borrower”), ASSAF RAN, residing at 37 Hawthorne Lane, Great Neck, New York 11023, (“Guarantor”) and STERLING NATIONAL BANK, having an office at 400 Rella Boulevard, Montebello, New York 10901 (“Lender”).
September 28, 2021 Assaf Ran, President and CEO Manhattan Bridge Capital, Inc.Waiver Agreement • September 29th, 2021 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
Morse, Zelnick, Rose & Lander A LIMITED LIABILITY PARTNERSHIPProposal Acknowledgment • January 10th, 2012 • Manhattan Bridge Capital, Inc • Short-term business credit institutions
On behalf of our client, Manhattan Bridge Capital, Inc. this will acknowledge receipt of your proposal to acquire the Company at a price of $1.30 per share.
AMENDMENT OF LEASELease Amendment • July 28th, 2016 • Manhattan Bridge Capital, Inc • Real estate investment trusts
AMENDMENT OF LEASE (this “Amendment”), made as of July 21, 2016 between Philips Cutter Mill Owner LLC ("Landlord") and Manhattan Bridge Capital, Inc. ("Tenant").
BALLOON NOTE (FIXED RATE)Balloon Note • July 22nd, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts
THIS LOAN IS PAYABLE IN FULL AT MATURITY. YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME: YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER, WHICH MAYBE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME LENDER.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 17th, 2020 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
This AMENDMENT NO. 3 (this “Amendment”) is entered into as of February 26, 2020, by and among MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“Borrower”; and collectively with any Person who is or hereafter becomes a party to the Credit Agreement (as defined below) as a borrower or a guarantor, each a “Loan Party” and collectively, the “Loan Parties”), the financial institutions who are or hereafter become parties to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and each individually a “Lender”) and WEBSTER BUSINESS CREDIT CORPORATION (“WBCC”), individually, as a Lender hereunder and as agent for itself and each other Lender (WBCC, acting in such agency capacity, the “Agent”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 17th, 2020 • Manhattan Bridge Capital, Inc • Real estate investment trusts • New York
This AMENDMENT NO. 2 (this “Amendment”) is entered into as of December 31, 2019, by and among MANHATTAN BRIDGE CAPITAL, INC., a New York corporation (“Borrower”; and collectively with any Person who is or hereafter becomes a party to the Credit Agreement (as defined below) as a borrower or a guarantor, each a “Loan Party” and collectively, the “Loan Parties”), the financial institutions who are or hereafter become parties to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and each individually a “Lender”) and WEBSTER BUSINESS CREDIT CORPORATION (“WBCC”), individually, as a Lender hereunder and as agent for itself and each other Lender (WBCC, acting in such agency capacity, the “Agent”).
THIRD AMENDMENT AGREEMENTRevolving Credit Line Note • July 22nd, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts
THIS THIRD AMENDMENT AGREEMENT is entered into as of the 15th day of July, 2014 between MANHATTAN BRIDGE CAPITAL, INC., with offices at 60 Cutter Mill Road, Great Neck, New York 11021 (hereinafter “Borrower”), ASSAF RAN, residing at 37 Hawthorne Lane, Great Neck, New York 11023, (“Guarantor”) and STERLING NATIONAL BANK, having an office at 400 Rella Boulevard, Montebello, New York 10901 (“Lender”).
FIFTH NOTE EXTENSION AGREEMENTFifth Note Extension Agreement • December 12th, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts
THIS FIFTH EXTENSION AGREEMENT is entered into as of the 13th day of December, 2014 between MANHATTAN BRIDGE CAPITAL, INC., with offices at 60 Cutter Mill Road, Great Neck, New York 11021 (hereinafter “Borrower”), ASSAF RAN, residing at 37 Hawthorne Lane, Great Neck, New York 11023, ("Guarantor") and STERLING NATIONAL BANK, having an office at 400 Rella Boulevard, Montebello, New York 10901 (“Lender”).
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • December 16th, 2013 • Manhattan Bridge Capital, Inc • Short-term business credit institutions
THIS SECOND AMENDMENT AGREEMENT is entered into as of the 13th day of December, 2013 between MANHATTAN BRIDGE CAPITAL, INC., with offices at 60 Cutter Mill Road, Great Neck, New York 11021 (hereinafter “Borrower”), ASSAF RAN, residing at 37 Hawthorne Lane, Great Neck, New York 11023, (“Guarantor”) and STERLING NATIONAL BANK, having an office at 650 Fifth Avenue, Fourth Floor, New York, New York 10022 (“Lender”).
WEB SITE COMPANY FORMATION DEVELOPMENT AND SERVICES AGREEMENTDevelopment and Services Agreement • December 5th, 2005 • Dag Media Inc • Miscellaneous publishing • New York
THIS AGREEMENT (the “Agreement”) is entered into as of December 2005 by and between Ocean-7 Development, Inc., a New York corporation “OCEAN”) and DAG Media, Inc., a New York corporation (“DAGM”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in this Agreement..
BALLOON NOTE (FIXED RATE)Balloon Note • July 22nd, 2014 • Manhattan Bridge Capital, Inc • Real estate investment trusts
THIS LOAN IS PAYABLE IN FULL AT MATURITY. YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME: YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER, WHICH MAYBE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF YOU OBTAIN REFINANCING FROM THE SAME LENDER.
