Exhibit 10(f)(ii) ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "AGREEMENT") is made and entered into as of June 1, 2002, by and between NAHC, Inc., a Delaware corporation (the "ASSIGNOR"), and J. L. Halsey...Assignment and Assumption Agreement • October 1st, 2002 • Halsey J L Corp • Services-specialty outpatient facilities, nec • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2013 • Lyris, Inc. • Services-prepackaged software • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 6, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 555 Mission Street, Suite 900, San Francisco, California 94105 (“Bank”), and (ii) LYRIS, INC., a Delaware corporation with a principal place of business located at 6401 Hollis Street, Suite 125, Emeryville, California 94608 (“Lyris”), LYRIS TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) and COMMODORE RESOURCES (NEVADA), INC., a Nevada corporation (“Commodore”, and together with Lyris and Technologies, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
RECITALS:Indemnification Agreement • February 5th, 2002 • Halsey J L Corp • Delaware
RECITALS:Indemnification Agreement • October 1st, 2002 • Halsey J L Corp • Services-specialty outpatient facilities, nec • Delaware
SUBSCRIPTION AGREEMENT LYRIS, INC.Subscription Agreement • November 22nd, 2011 • Lyris, Inc. • Services-prepackaged software • Delaware
RECITALS:Indemnification Agreement • October 1st, 2002 • Halsey J L Corp • Services-specialty outpatient facilities, nec • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2007 • Jl Halsey Corp • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 6, 2005, by and between Lyris Technologies, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Jason Han (“Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2005 • Jl Halsey Corp • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 04, 2005, by and between COMERICA BANK (“Bank”) and COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC. and UPTILT INC. (each a “Borrower” and collectively, “Borrowers”).
BACKSTOP AGREEMENTBackstop Agreement • August 23rd, 2006 • Jl Halsey Corp • Services-prepackaged software • Delaware
This Backstop Agreement (the “Agreement”) is made as of August 16, 2006 by and between J. L. Halsey Corporation (the “Company”) and LDN Stuyvie Partnership (“LDN”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
LYRIS, INC. LYRIS TECHNOLOGIES INC. COMMODORE RESOURCES (NEVADA), INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 3rd, 2008 • Lyris, Inc. • Services-prepackaged software • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of March 6, 2008, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2007 • Jl Halsey Corp • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 17, 2006, by and between J.L. Halsey Corporation, a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Peter Biro (“Executive”).
THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE PROVISIONS OF THE COMPANY’S 2005 EQUITY-BASED COMPENSATION PLAN AND THIS AGREEMENT IS ENTERED INTO PURSUANT THERETO. A COPY OF SUCH PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY...Nonstatutory Stock Option Agreement • May 12th, 2005 • Jl Halsey Corp • Services-specialty outpatient facilities, nec • Delaware
The board of directors (the “Board”) of J.L. Halsey Corporation (the “Company”) has adopted the Company’s 2005 Equity-Based Compensation Plan (the “Plan”) for certain employees of the Company and its Subsidiaries. A copy of the Plan is being furnished to you concurrently with the execution of this Nonstatutory Stock Option Agreement (the “Option Agreement”) and shall be deemed a part of this Option Agreement as if fully set forth herein. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.
RECITALS:Indemnification Agreement • February 5th, 2002 • Halsey J L Corp • Delaware
SUBORDINATION AGREEMENTSubordination Agreement • September 6th, 2011 • Lyris, Inc. • Services-prepackaged software • California
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 1st, 2011 • Lyris, Inc. • Services-prepackaged software
This Eighth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of November 28, 2011, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
LIMITED GUARANTYLimited Guaranty • September 6th, 2011 • Lyris, Inc. • Services-prepackaged software • California
For and in consideration of the Credit Extensions by COMERICA BANK (“Bank”) to LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).which loan is made pursuant to that certain Amended and Restated Loan and Security Agreement dated as of March 6, 2008, as amended from time to time, including by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2008, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 31, 2008, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of June 19, 2009, that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of October 23, 2009, that certain Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of May 6, 2010, that certain Sixth Amendment to Amended and Restated Loan and Security Agreement date
To: LY Acquisition Corp. Suite 2650 Austin, TX 78701 Ladies and Gentlemen:Letter Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software
This letter agreement (this “Agreement”) sets forth the commitment of ESW Capital, LLC (the “Fund”) to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain debt securities of LY Acquisition Corp., a newly-formed Delaware corporation (“Buyer”), which has been formed for the purpose of acquiring Lyris, Inc., a Delaware corporation (the “Company”) through the merger of Buyer with and into the Company, pursuant to that certain Agreement and Plan of Merger dated on or about the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Buyer and the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (to the extent such terms are defined therein).
AGREEMENT AND RELEASERelease Agreement • January 30th, 2008 • Lyris, Inc. • Services-prepackaged software • Delaware
This Agreement and Release (this “Agreement”), dated as of January 28, 2008 (the “Effective Date”), is entered into between Lyris, Inc. (formerly J. L. Halsey Corporation) (the “Company”) and Peter Biro (“Executive”).
FIRST AMENDMENT AGREEMENTLoan and Security Agreement • December 10th, 2013 • Lyris, Inc. • Services-prepackaged software
This First Amendment Agreement (this “Amendment”) is entered into this ninth day of December, 2013, by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) LYRIS, INC., a Delaware corporation with a principal place of business located at 6401 Hollis Street, Suite 125, Emeryville, California 94608 (“Lyris”), LYRIS TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) and COMMODORE RESOURCES (NEVADA), INC., a Nevada corporation (“Commodore”, and together with Lyris and Technologies, individually and collectively, jointly and severally, the “Borrower”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software • Delaware
STOCK TRANSFER AGREEMENTStock Transfer Agreement • July 16th, 2010 • Lyris, Inc. • Services-prepackaged software • Delaware
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of March 5, 2010, (the “Effective Date”) by and among William T. Comfort, III (“Purchaser”) and Texas Addison Limited Partnership (the “Seller”).
FORM OF VOTING AGREEMENTVoting Agreement • May 6th, 2015 • Lyris, Inc. • Services-prepackaged software
This VOTING AGREEMENT (this “Agreement”), dated as of May 4, 2015 by and among LY Acquisition Corp., a Delaware corporation (“Buyer”), William T. Comfort, III, LDN Stuyvie Partnership, 65 BR Trust, Ltd., Lyr, Ltd. and Meudon Investments (each a “Stockholder” and collectively, the “Stockholders”), stockholders of Lyris, Inc., a Delaware corporation (the “Company”).
JOINT FILING STATEMENTJoint Filing Statement • April 22nd, 2010 • Lyris, Inc. • Services-prepackaged software
Each of the undersigned agree that (i) the Statement on Schedule 13D relating to common stock, par value $.01 per share, of Lyris, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This Agreement may be terminated with respect to the obligations to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
FIRST AMENDMENT TO BACKSTOP AGREEMENTBackstop Agreement • December 6th, 2006 • Jl Halsey Corp • Services-prepackaged software
THIS FIRST AMENDMENT (the “First Amendment”) to the Backstop Agreement dated as of August 16, 2006 (the “Agreement”), by and by and between J. L. Halsey Corporation (the “Company”) and LDN Stuyvie Partnership (“LDN”), is entered into as of December 5, 2006.
REIMBURSEMENT AND SECURITY AGREEMENTReimbursement and Security Agreement • September 6th, 2011 • Lyris, Inc. • Services-prepackaged software • California
This Reimbursement and Security Agreement is entered into as of August 31, 2011 (this “Agreement”), by and among WILLIAM T. COMFORT, III (“Guarantor”), on the one hand, and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”), on the other.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2006 • Jl Halsey Corp • Services-prepackaged software • California
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2006, by and between COMERICA BANK (“Bank”) and COMMODORE RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC. and UPTILT INC. (each a “Borrower” and collectively, “Borrowers”)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 20th, 2010 • Lyris, Inc. • Services-prepackaged software • California
This Executive Employment Agreement (the “Agreement”) is entered into between Lyris, Inc., a Delaware corporation (“Company”) and Wolfgang Maasberg (“Employee”). This Agreement is effective as of August 18, 2010, the day Employee shall commence employment with the Company (“Effective Date”).
Dear Nello,Separation Agreement • May 9th, 2013 • Lyris, Inc. • Services-prepackaged software • California
This letter confirms the agreement (“Agreement”) between you and Lyris (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 16th, 2010 • Lyris, Inc. • Services-prepackaged software
This Sixth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of September 15, 2010, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 27th, 2009 • Lyris, Inc. • Services-prepackaged software
This Fourth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 23, 2009, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 24th, 2012 • Lyris, Inc. • Services-prepackaged software
This Ninth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
ContractPromissory Note • August 22nd, 2006 • Jl Halsey Corp • Services-prepackaged software • Delaware
THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND BETWEEN THE PAYEE AND COMERICA BANK, N.A., A COPY OF WHICH IS ON FILE AT THE CORPORATE OFFICES OF THE MAKER.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 22nd, 2010 • Lyris, Inc. • Services-prepackaged software • Florida
This Stock Purchase Agreement (the “Agreement”) is entered into and effective as of July 23rd, 2010 between SITE WIT CORP., a Florida corporation, (the “Company”) and LYRIS, INC., a Delaware corporation (“Purchaser”).
LYRIS TECHNOLOGIES EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2005 • Jl Halsey Corp • Services-specialty outpatient facilities, nec • California
This Employment Agreement (“Agreement”) is entered into between Lyris Technologies, Inc. (“Employer”), and Joseph Lambert (“Employee”).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2010 • Lyris, Inc. • Services-prepackaged software
This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 6, 2010, by and between COMERICA BANK (“Bank”) and LYRIS, INC., LYRIS TECHNOLOGIES INC. and COMMODORE RESOURCES (NEVADA), INC. (each a “Borrower” and collectively, “Borrowers”).
