EXHIBIT 10.5Escrow Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of June 2, 2004, by and between BAD TOYS INC., (the "Company"), and the BUYER(S) listed on Schedule I attached to the Securities Purchase...Security Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.6 BAD TOYS INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.7Securities Purchase Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.4Registration Rights Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.9 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 2, 2004, by and among BAD TOYS INC., a Nevada corporation, with its principal office located at 3520 Drebank Road, Kingsport,...Investor Registration Rights Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
EXHIBIT 10.3 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 2 day of June 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and BAD TOYS INC., a corporation organized...Standby Equity Distribution Agreement • July 15th, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
TRI-PARTY AGREEMENTTri-Party Agreement • August 15th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS TRI-PARTY AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Purchaser”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 23rd, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Tennessee
This Asset Purchase Agreement (the “Agreement”) dated February 4, 2004, is by and between BAD TOYS, INC., a Nevada corporation (“Buyer”); CHAMBERS AUTOMOTIVE, INC., a Tennessee corporation (“Chambers Auto”); PRECISION TRICKS CUSTOMS, INC., a Tennessee corporation (“Precision”) (with Chambers Auto and Precision collectively referred to herein as “Seller”); and JIMMY SCOTT CHAMBERS, in his capacity as the legal and beneficial owner of all the shares of Seller’s issued and outstanding capital stock (“Chambers” or “Shareholder”). Capitalized terms used in this Agreement not otherwise defined have the meanings indicated in Article 12.
FORBEARANCE AGREEMENTForbearance Agreement • August 15th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”) (collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns are referred to as “GECC”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 11th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts
THIS AGREEMENT is made this _______ day of November, 2004 by and between BAD TOYS HOLDINGS, INC., a Nevada Corporation (“BUYER”) and GAMBLER MOTORCYCLE COMPANY, a Tennessee Corporation and GAMBLER COMPETITION CENTER, INC., a Tennessee Corporation (hereinafter collectively called “SELLER”), with BUYER and SELLER (hereinafter referred to at times as a “PARTY” and collectively as the “PARTIES”).
CAPITAL STOCK PURCHASE AGREEMENTCapital Stock Purchase Agreement • February 9th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Tennessee
This CAPITAL STOCK PURCHASE AGREEMENT (the “Agreement”), dated December 26, 2004, by and among Glenn Crawford, an individual maintaining a mailing address at P.O. Box 1016, Vernon, Alabama 35592 (“Crawford”); Joseph Cerone, an individual at P.O. Box 5428, Kingsport, Tennessee 37663 (“Cerone”); and Joseph Donavan, an individual residing at 104 Caburn Court, Brandon, Mississippi 39047 (“Donavan”) (collectively, the “Sellers”); Southland Health Services, Inc., a Delaware corporation maintaining administrative offices at 126 Emergystat Loop, Vernon, Alabama 35592 (the “Company”); and Bad Toys Holdings, Inc., a Nevada corporation with a business address of 2344 Woodridge Avenue, Kingsport, Tennessee 37644 (the “Purchaser”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts
This FIRST AMENDMENT to ASSET PURCHASE AGREEMENT, dated effective as of October 28, 2004 (the “Amendment”), is made by and among BAD TOYS HOLDINGS, INC., a Nevada corporation (“Buyer”) and AMERICAN EAGLE MANUFACTURING COMPANY, a Nevada corporation (“Seller”).
FORBEARANCE AGREEMENT NO. 4Forbearance Agreement • November 14th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS FORBEARANCE AGREEMENT No. 4 (this “Agreement”) is made and entered into as of October 1, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”) (collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns are referred to as “GECC”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Nevada
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2004 by and between AMERICAN EAGLE MANUFACTURING COMPANY, a Nevada corporation (“Seller”), and BAD TOYS HOLDINGS, INC., a Nevada corporation (“Buyer”).
REAL PROPERTY PURCHASE AND SALE AGREEMENTReal Property Purchase and Sale Agreement • April 23rd, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts
THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (“Agreement”) is made by and between JIMMY SCOTT CHAMBERS, an individual (collectively, the “Seller”) and BAD TOYS, INC., a Florida corporation (“Buyer”).
RESTRUCTURING AGREEMENTRestructuring Agreement • May 16th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 15th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of July , 2005 by and between EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Emergystat”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Bad Toys”) (in this Agreement, Emergystat and Bad Toys shall be referred to collectively as “Indemnitor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“Indemnitee”).
FORBEARANCE AGREEMENT NO. 3Forbearance Agreement • November 14th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS FORBEARANCE AGREEMENT No. 3 (this “Agreement”) is made and entered into as of September 1, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”) (collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns are referred to as “GECC”).
SOUTHLAND HEALTH SERVICES, INC. Kingsport, TN 37664 TELEPHONE NUMBER: (423)247-9560Binding Letter of Intent • July 8th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts
This letter, when countersigned by you, will confirm our agreement in principle that Southland Health Services, Inc. (the “Buyer”) will acquire one hundred percent of the issued and outstanding capital stock of DHP, Inc and its related companies (the “Company”), from you and any other shareholder (the “Shareholders”), on the terms and conditions set for the below (the “Transaction”).
FIRST ADDENDUM TO CAPITAL STOCK PURCHASE AGREEMENTCapital Stock Purchase Agreement • August 23rd, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts
FIRST ADDENDUM TO CAPITAL STOCK PURCHASE AGREEMENT, dated August 9th, 2004, by and among DON R. LOGAN, SR. (“D. Logan”); BARRIE LOGAN (“B. Logan”); and BAD TOYS, INC. (the “Purchaser”). D. Logan and B. Logan are referred to herein collectively as “Seller”.
CAPITAL STOCK PURCHASE AGREEMENTCapital Stock Purchase Agreement • August 23rd, 2004 • Bad Toys Inc • Motorcycles, bicycles & parts • Tennessee
This Agreement sets forth the terms and conditions upon which the Purchaser is acquiring from the Seller and the Seller is selling and delivering to the Purchaser, free and clear of all liabilities, obligations, claims, liens and encumbrances, an aggregate of 19,990,000 issued and outstanding shares of the common capital stock, $.001 par value per share (the “Shares”), of American Eagle Manufacturing Co., a Nevada corporation maintaining manufacturing and administrative offices at 2052 Corte Del Nogal, Carlsbad, California 92009 (the “Company”). In consideration of the mutual agreements contained herein, the parties agree as follows:
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • August 14th, 2007 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Nevada
This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 2, 2007 between Bad Toys Holdings, Inc., a Nevada corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Bad Toys Nevada”), and Paladin Holdings, Inc., a Florida corporation with a mailing address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“Paladin Florida”). Bad Toys Nevada and Paladin Florida are from time to time herein referred to as the “Constituent Corporations.”
FIRST AMENDMENT TO CAPITAL STOCK PURCHASE AGREEMENTCapital Stock Purchase Agreement • February 9th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts
FIRST AMENDMENT, dated , 2005, to the Capital Stock Purchase Agreement (the “Purchase Agreement”), dated December , 2005, by and among Glenn Crawford, an individual maintaining a mailing address at P.O. Box 1016, Vernon, Alabama 35592 (“Crawford”); Joseph Cerone, an individual at P.O. Box 5428, Kingsport, Tennessee 37663 (“Cerone”); and Joseph Donavan, an individual residing at 104 Caburn Court, Brandon, Mississippi 39047 (“Donavan”) (collectively, the “Sellers”); Southland Health Services, Inc., a Delaware corporation maintaining administrative offices at 126 Emergystat Loop, Vernon, Alabama 35592 (the “Company”); and Bad Toys Holdings, Inc., a Nevada corporation with a business address of 2344 Woodridge Avenue, Kingsport, Tennessee 37644 (the “Purchaser”).
RESTRUCTURING AGREEMENTRestructuring Agreement • August 15th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland
THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”).
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENTRestructuring Agreement • August 15th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts
This AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT (this “Amendment”) is dated as of April 29, 2005, and entered into by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”) (“CF” and “EF”, and their successors, endorsers, transferees, affiliates and assigns, collectively, “GECC”).
