EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement (the "Agreement"), by and among Greenhold Group, Inc, a Florida corporation (the "Company" or "Greenhold ") and JOHN D. HARRIS ("Employee"), is hereby...Employment Agreement • April 15th, 2002 • Greenhold Group Inc • Services-business services, nec
1 2 2. AGREEMENT TO PURCHASE AND SELLStock Purchase Agreement • January 5th, 2001 • Greenhold Group Inc • Blank checks • Florida
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 25th, 2002 • Greenhold Group Inc • Services-business services, nec • Florida
RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2007 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Tennessee
THIS RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 31st day of October, 2007, effective as of the date set forth in paragraph 2.1 below, and is by and between ForeFront Group, Inc., a Florida corporation (the “Company”), and Richard Allen Oleksyk (hereinafter called the “Executive”).
DATREK MILLER INTERNATIONAL, INC. a Florida corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 30, 2005 (the “Agreement”), is entered into by and among Datrek Miller International, Inc., a Florida corporation (the “Company”), and the holders (the “Investors”) of the Company’s capital stock and Warrants set forth on the signature page hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Preferred Stock Purchase Agreement (as hereinafter defined).
SHARE OFFER AND LOCK-UP AGREEMENT BY AND BETWEEN GREENHOLD GROUP, INC. (A Florida Corporation) AND ONLINE SERVICES OF MIAMI, INC. (A Florida Corporation)Share Offer and Lock-Up Agreement • April 6th, 2001 • Greenhold Group Inc • Services-business services, nec • Florida
DATREK MILLER INTERNATIONAL, INC. a Florida corporation PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 6th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 27th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of the 20th day of December, 2006, by and among (i) Forefront Devant Inc., a corporation organized and existing under the laws of the State of Florida (the “Buyer”), (ii) Devant Ltd., a corporation organized and existing under the laws of the State of North Carolina (the “Seller”), (iii) James M. Sheppard, Jr., Mary Ann Sheppard Chambers, Rebecca Sheppard Roberts and Deborah Ann Sheppard (each of such persons and Seller are collectively referred to herein as the “Seller Responsible Parties”), (iv) ForeFront Group, Inc., a Florida corporation (“ForeFront Group”) with respect to Sections 1.10(c)(vi) and (c)(x) and Articles 3 and 8 hereof, and (v) ForeFront Holdings, Inc., a Florida corporation (“ForeFront Holdings”) with respect to Sections 1.10(c)(vii) and (c)(x) and Articles 3, 3A and 8 hereof.
FORM OF WARRANTForefront Holdings, Inc. • January 4th, 2008 • Sporting & athletic goods, nec • Florida
THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 2007 BETWEEN THE COMPANY AND STANFORD INTERNATIONAL BANK LTD., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT
AGREEMENT ---------Subscriber Acquisition Agreement • April 1st, 2002 • Greenhold Group Inc • Services-business services, nec • Georgia
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS AGREEMENT AND PLAN OF MERGER, (hereinafter referred to as the “Agreement”) is made and entered into as of this 15th day of October, 2004 (the “Closing Date”) by and between GREENHOLD GROUP, INC., a Florida corporation (hereinafter referred to as “GG”), JOHN D. HARRIS (the “Responsible Party”), and GOLF ACQUISITION, INC., a Florida corporation (hereinafter referred to as “GOLF”).
ContractStock Purchase Agreement • October 21st, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of October 15, 2004, among Greenhold Group, Inc., (the “Seller”), and Andora Investments Limited Partnership (“Purchaser”).
DATREK ACQUISITION, INC. A Florida Corporation SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS SECURITIES PURCHASE AGREEMENT, dated as of October 15th, 2004 (the “Agreement”), is entered into by and among Datrek Acquisition, Inc., a Florida corporation (the “Company”), and Stanford Venture Capital Holdings, Inc., a Delaware corporation (the “Purchaser”).
1) Seller shall deliver to Buyer a Bill of Sale listing all Assets purchased; (2) Seller shall assign all of its rights, title and interest in, to and under the existing Lease; and (3) Seller shall execute and deliver all documents necessary or...Contract for Purchase of Assets • February 7th, 2001 • Greenhold Group Inc • Blank checks • Florida
1 Exhibit 2.2 SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT BY AND BETWEEN GREENHOLD GROUP, INC. AND WORLDWIDE INTERNET, INC. THIS SUBSCRIBER PURCHASE AND LOCK-UP AGREEMENT (hereinafter referred to as the "Agreement"), by and between GREENHOLD GROUP,...Subscriber Purchase and Lock-Up Agreement • February 7th, 2001 • Greenhold Group Inc • Blank checks • Florida
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 21st, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS STOCK PURCHASE AGREEMENT (“Agreement”) has been made and entered into as of this 19th day of October 2004, between Greenhold Group, Inc. (“Seller”), and John D. Harris (the “Purchaser”).
SHAREHOLDERS AGREEMENTShareholders Agreement • October 21st, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of the 15th day of October, 2004, by and among Datrek Acquisition, Inc., a Florida corporation (the “Company”), and Stanford Venture Capital Holdings, Inc., a Delaware corporation (“SVCH”) and Datrek Professional Bags, Inc., a Tennessee corporation (“Datrek” and together with SVCH, the “Shareholders”).
LETTER AGREEMENT December 31, 2007Letter Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This Letter Agreement (this “Agreement”) is entered into as of the date hereof by and among the parties named on Exhibit A hereto (the “Transaction Parties”). The Transaction Parties have entered into various documents for the purpose of effectuating a series of interrelated transactions and wish to enter into this Agreement in order to address certain matters relating thereto. For the purposes of this Agreement, the term “Transaction Documents” shall have the meaning given to it on Exhibit B hereto, the term “Transactions” shall be defined as the transactions contemplated by the Transaction Documents, and the term “Closing” shall be defined as the time at which all of the Transactions have been consummated, which is currently contemplated by the Transaction Parties to be the time when a Registration Statement of ForeFront BVI Ltd., a company incorporated under the laws of the British Virgin Islands (“ForeFront BVI”), relating to the Transactions is declared effective by the Securities
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 26th, 2007 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), is made and entered into as of the day of , 200 , between ForeFront Holdings, Inc., a Florida corporation (the “Company”), and (the “Indemnitee”).
THIRD AMENDMENT TO LOAN DOCUMENTSLoan Documents • August 15th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Georgia
THIS THIRD AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is made and entered into as of the 2 nd day of June, 2005, among FCC, LLC, d/b/a First Capital , a Florida limited liability company (“Lender”), DATREK PROFESSIONAL BAGS, INC. a Florida corporation formerly known as Datrek Acquisition, Inc. (“Datrek”), MILLER GOLF COMPANY , a Florida corporation formerly known as Miller Acquisition, Inc. (“ Miller “; Datrek and Miller are referred to herein individually as a “ Borrower “ and collectively as the “ Borrowers “), and RYAN HOLDINGS, INC. , a Tennessee corporation formerly known as Datrek Professional Bags, Inc. (“Ryan”).
DATREK ACQUISITION, INC. A Florida Corporation LOCK-UP AGREEMENTUp Agreement • October 21st, 2004 • Greenhold Group Inc • Services-business services, nec • Florida
THIS LOCK-UP AGREEMENT dated as of October 15, 2004 (the “Agreement”), is entered into by and among Datrek Acquisition, Inc., a Florida corporation (the “Company”), Stanford Venture Capital Holdings, Inc., a Delaware corporation (“Stanford”), and Datrek Professional Bags, Inc., a Tennessee corporation (“Datrek”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
WHEREAS, prior to the consummation of the transactions contemplated by the ForeFront/Hisense/Ligent Transaction (as defined below), SIBL owns 82.57% of the capital stock of ForeFront Holdings, Inc., a Florida corporation (“ForeFront Holdings”) on a fully diluted basis;
JOINT FILING AGREEMENTJoint Filing Agreement • October 27th, 2004 • Greenhold Group Inc • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the Common Stock of Greenhold Group, Inc., a Florida corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 27th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Georgia
THIS WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of April, 2005, among FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), DATREK PROFESSIONAL BAGS, INC., a Florida corporation formerly known as Datrek Acquisition, Inc. (“Datrek”), and MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”; Datrek and Miller are referred to herein individually as a “Borrower” and collectively as the “Borrowers”).
JOINDER AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTJoinder Agreement • September 18th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Georgia
THIS JOINDER AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 12th day of September, 2006, among FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), FOREFRONT GROUP, INC., a Florida corporation formerly known as Datrek Professional Bags, Inc. (“Forefront Group”), MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”), and FOREFRONT BURTON, INC., a Florida corporation (“Forefront Burton”; Forefront Group, Miller and Forefront Burton are referred to herein individually as a “Borrower” and collectively as the “Borrowers”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This Share Exchange Agreement dated as of the 31st day of December, 2007, is entered into by and among FOREFRONT BVI, LTD., a company incorporated under the laws of the British Virgin Islands (the “Company”), FOREFRONT HOLDINGS, INC., a Florida corporation (“Forefront Holdings”), HISENSE CO. LTD., a company incorporated under the laws of the People’s Republic of China (“Hisense Group”), QINGDAO HISENSE ELECTRONIC HOLDING LTD., a company incorporated under the laws of the People’s Republic of China (“HEH”)(Hisense Group and HEH, collectively, the “Shareholders”) and LIGENT PHOTONICS, INC., a Delaware corporation (“Ligent US”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
THIS COMMON STOCK PURCHASE AGREEMENT, dated as of the 31st day of December 2007 (the “Agreement”), is entered into by and between Broadband Multimedia Systems, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and Stanford International Bank Ltd., a banking corporation organized under the laws of Antigua and Barbuda (the “Purchaser”).
ContractForefront Holdings, Inc. • March 31st, 2008 • Sporting & athletic goods, nec • Florida
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO CERTAIN OTHER INDEBTEDNESS IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 21, 2007 AMONG FOREFRONT GROUP, INC., A FLORIDA CORPORATION, FOREFRONT DEVANT, INC., A FLORIDA CORPORATION, FOREFRONT BURTON, INC., A FLORIDA CORPORATION, MILLER GOLF COMPANY, A FLORIDA CORPORATION, FOREFRONT HOLDINGS, INC., A FLORIDA CORPORATION, AND FCC, LLC, D/B/A FIRST CAPITAL, A FLORIDA LIMITED LIABILITY COMPANY, AS AT ANY TIME AMENDED RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED (THE “SUBORDINATION AGREEMENT”), AND SUCH SUBORDINATION AGREEMENT SHALL BE BINDING UPON ALL FUTURE HOLDERS OF THIS NOTE.
JOINDER AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTJoinder Agreement • December 27th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Georgia
THIS JOINDER AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2006, among FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), FOREFRONT GROUP, INC., a Florida corporation formerly known as Datrek Professional Bags, Inc. (“ForeFront Group”), MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”), FOREFRONT BURTON, INC., a Florida corporation (“ForeFront Burton”), and FOREFRONT DEVANT, INC., a Florida corporation (“ForeFront Devant”; ForeFront Group, Miller, ForeFront Burton and ForeFront Devant are referred to herein individually as a “Borrower” and collectively as the “Borrowers”).
LOAN AND SECURITY AGREEMENT Dated as of October 15, 2004 Among DATREK PROFESSIONAL BAGS, INC. and MILLER GOLF COMPANY (Borrowers) and FCC, LLC, d/b/a First Capital (Lender)Loan and Security Agreement • October 21st, 2004 • Greenhold Group Inc • Services-business services, nec • Georgia
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of this 15th day of October, 2004 among DATREK PROFESSIONAL BAGS, INC., a Florida corporation formerly known as Datrek Acquisition, Inc. (“Datrek”), MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”; Datrek and Miller are referred to herein individually as a “Borrower” and collectively as the “Borrowers”), and FCC, LLC, d/b/a FIRST CAPITAL, a Florida limited liability company (“Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Virgin Islands
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 31, 2007, by and among BROADBAND MULTIMEDIA SYSTEMS, LTD., a corporation organized under the laws of the British Virgin Islands (the “Merging Corporation”), FOREFRONT BVI LTD., a corporation organized under the laws of the British Virgin Islands (the “Surviving Corporation”) and STANFORD INTERNATIONAL BANK LTD., a banking corporation organized under the laws of Antigua and Barbuda and the sole shareholder of the Merging Corporation (“Stanford”).
CREDIT AGREEMENT $32,500,000.00 Credit Facility by and between FOREFRONT HOLDINGS, INC., a Florida corporation, and STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation Dated as of November 21, 2007Credit Agreement • March 31st, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec
THIS CREDIT AGREEMENT (the “Agreement”), dated as of November 21, 2007 (the “Effective Date”), is made by and between FOREFRONT HOLDINGS, INC., a Florida corporation (the “Borrower”) and STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation (the “Lender”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto, with regard to the Common Stock of Datrek Miller International, Inc., a Florida corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings.
FRAMEWORK AGREEMENTFramework Agreement • January 4th, 2008 • Forefront Holdings, Inc. • Sporting & athletic goods, nec
WARRANT ASSIGNMENTWarrant Assignment • December 6th, 2005 • Datrek Miller International, Inc. • Sporting & athletic goods, nec • Florida
THIS WARRANT ASSIGNMENT AGREEMENT, dated as of November 30, 2005 (the “Agreement”), is entered into by and among Stanford International Bank, Ltd., an Antigua corporation (“Stanford”), Daniel T. Bogar (“Bogar”), Ronald M. Stein (“Stein”), William R. Fusselmann (“Fusselmann”), Charles M. Weiser (“Weiser”) and Osvaldo Pi (“Pi” and together with Bogar, Stein, Fusselmann and Weiser, each an “Assignee” and collectively the “Assignees”).
