PURCHASER ---------Asset Purchase Agreement • February 21st, 2006 • SmartPros Ltd. • Services-educational services • New York
600,000 UnitsUnderwriting Agreement • October 15th, 2004 • SmartPros Ltd. • Services-educational services • Oregon
March 4, 2003 The Working Values Group, Ltd. 667 Boylston Street 4th Floor Boston, MA 02116 Attention: David Gebler, President David: This will set forth the agreement under which SmartPros, Ltd., ("Purchaser") will purchase, or obtain rights to use,...Asset Purchase Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services
Exhibit 10.9.1(a) LOAN AGREEMENT AGREEMENT made on August 28, 2001, by and among SmartPros, Ltd., a corporation organized and existing under the laws of the State of Delaware, and authorized to do business in the State of New York as SmartPros of New...Loan Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • New York
Exhibit 10.2 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT is made as of the 29th day of January, 2007 by and between ____________________ (the "Participant") and SmartPros Ltd., a Delaware corporation (the "Company"), pursuant to the...Restricted Stock Agreement • February 2nd, 2007 • SmartPros Ltd. • Services-educational services
LOCK-UP AGREEMENTLock-Up Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • Oregon
PAULSON INVESTMENT COMPANY, INC. As Representative of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below 811 SW Naito Parkway, Suite 200 Portland, Oregon 97204
BetweenLease Agreement • March 26th, 2007 • SmartPros Ltd. • Services-educational services • New Jersey
EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND ALLEN S. GREENEEmployment Agreement • February 2nd, 2007 • SmartPros Ltd. • Services-educational services • New York
THIRD AMENDED EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND ALLEN S. GREENEEmployment Agreement • May 13th, 2004 • SmartPros Ltd. • New York
SECOND AMENDED EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND WILLIAM K. GROLLMANEmployment Agreement • May 13th, 2004 • SmartPros Ltd. • New York
EX-4.2 WARRANT AGREEMENTWarrant Agreement • October 12th, 2004 • SmartPros Ltd. • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of December 31, 1999 (herein sometimes referred to as the "Agreement"), by and among DEERFIELD VIDEO PRODUCTIONS, INC., a New York corporation ("Deerfield"), DANIEL SLADKUS, residing...Merger Agreement • August 6th, 2004 • SmartPros Ltd. • Services-educational services • New York
ARTICLE I ---------Stock Purchase Agreement • July 8th, 2008 • SmartPros Ltd. • Services-educational services • New York
EX-10.6.2 COMMERCIAL LEASE 1. PARTIES/PROPERTY. 1.1. PARTIES 28 South Main Street Realty Trust, D/B/A Koss Development, "LESSOR", does hereby lease to The Working Values Group. Ltd. "LESSEE" the following described premises. The terms LESSOR and...Commercial Lease • June 30th, 2004 • SmartPros Ltd. • Services-educational services • Massachusetts
Exhibit 10.9.1(c) SECURITY AGREEMENT AGREEMENT made as of August 28, 2001, by and between FRESHSTART VENTURE CAPITAL CORP. with an address at 437 Madison Avenue, 38th Floor, New York, New York 10022 (hereinafter referred to as the "Secured Party") and...Security Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • New York
August 3, 2004 Allen S. Greene 100 Minnisink Road Short Hills, New Jersey 07078 Dear Allen, This letter agreement sets forth the terms of an award by SmartPros Ltd. (the "Company") to you in the form of shares of SmartPros' common stock, par value...Stock Award Agreement • August 6th, 2004 • SmartPros Ltd. • Services-educational services
EXHIBIT 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Security Agreement") is entered into as of February 15, 2002 by and between William K. Grollman, ("Debtor"), and SmartPros Ltd. a Delaware corporation ("Secured Party") This security...Security Agreement • May 13th, 2004 • SmartPros Ltd. • New York
AGREEMENT AND PLAN OF MERGER Dated as of October 21, 2015 among DF INSTITUTE, LLC, SPL MERGER CORP. and SMART PROS LTD.Merger Agreement • October 23rd, 2015 • SmartPros Ltd. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2015 (this “Agreement”), is among DF Institute, LLC, an Illinois limited liability company (“Parent”), SPL Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Smart Pros Ltd., a Delaware corporation (the “Company”).
Exhibit 10.9.1(d) PARTICIPATION AGREEMENT TERM LOANParticipation Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • New York
EX-4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN SmartPros Ltd. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase 60,000 UNITSPurchase Warrant • October 15th, 2004 • SmartPros Ltd. • Services-educational services • Oregon
AGREEMENTS:Extension of Term Agreement • March 26th, 2007 • SmartPros Ltd. • Services-educational services
Exhibit 10.9.2(a) LOAN AGREEMENT AGREEMENT made on May 9, 2003, by and among SmartPros, Ltd., a corporation organized and existing under the laws of the State of Delaware, and authorized to do business in the State of New York as SmartPros of New...Loan Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • New York
Exhibit 10.6.4(b) SECOND EXTENSION OF TERM This second extension of term agreement (the "Second Extension") is made as of the 12th day of February, 2007 between: HOCROFT ASSOCIATES, a New Jersey partnership, ("Landlord"), having an office at 520 U.S....Second Extension of Term • March 26th, 2007 • SmartPros Ltd. • Services-educational services
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JOSEPH FISHEmployment Agreement • March 8th, 2012 • SmartPros Ltd. • Services-educational services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JOSEPH FISH, dated as of March 1, 2010, is made as of this 8th day of March, 2012 between SmartPros Ltd., a Delaware corporation (the “Company”), and Joseph Fish, Executive vice president and chief technical officer of the Company (the “Executive”). Capitalized terms used herein, but not otherwise defined, shall have the same meaning attributed to those terms in the Employment Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JACK FINGERHUTEmployment Agreement • March 8th, 2012 • SmartPros Ltd. • Services-educational services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JACK FINGERHUT dated as of OCTOBER 1, 2011, is made as of this 8th day of March, 2012 between SmartPros Ltd., a Delaware corporation (the “Company”), and Jack Fingerhut President of the Company (the “Executive”). Capitalized terms used herein, but not otherwise defined, shall have the same meaning attributed to those terms in the Employment Agreement (as defined below).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND STANLEY WIRTHEIMEmployment Agreement • March 8th, 2012 • SmartPros Ltd. • Services-educational services
THIS AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND STANLEY WIRTHEIM, dated as of July 1, 2009, is made as of this 8th day of March, 2012 between SmartPros Ltd., a Delaware corporation (the “Company”), and Stanley Wirtheim, vice president and chief financial officer of the Company (the “Executive”). Capitalized terms used herein, but not otherwise defined, shall have the same meaning attributed to those terms in the Employment Agreement (as defined below).
Amended EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND STANLEY WIRTHEIMEmployment Agreement • March 24th, 2009 • SmartPros Ltd. • Services-educational services • New York
This Amended employment agreement (the “Agreement”) dated as of July 1, 2008 is by and between SmartPros Ltd., a Delaware corporation (the “Company”), and Stanley Wirtheim, an individual residing at 62-27 Douglaston Parkway, Douglaston, New York 11362 (the “Executive”).
Seconded Amended EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JACK FINGERHUT This seconded amended employment agreement (the “Agreement”) dated as of October 1, 2008 is by and between SmartPros Ltd., a Delaware corporation (the “Company”), and Jack...Employment Agreement • March 24th, 2009 • SmartPros Ltd. • Services-educational services • New York
SUPPORT AGREEMENTSupport Agreement • October 23rd, 2015 • SmartPros Ltd. • Services-educational services • Delaware
This Support Agreement (the “Agreement”) is made and entered into as of [●], 2015, by and among DF Institute, LLC, an Illinois limited liability company (“Parent”), Smart Pros Ltd., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”).
FIRST AMENDMENTLease Agreement • March 26th, 2010 • SmartPros Ltd. • Services-educational services
AGREEMENT, made this 11TH day of December, entered into between 12 SKYLINE ASSOCIATES L.L.C., a New York limited liability company, having its principal office c/o Mack-Cali Realty Corporation, 100 Clearbrook Road, Ehnsford, New York (herein referred to as “Owner”), and SMARTPROS LTD., a Delaware corporation, having an office at 12 Skyline Drive, Hawthorne, New York 10532 (herein referred to as “Tenant”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 17th, 2015 • SmartPros Ltd. • Services-educational services • New York
This Memorandum of Understanding (“MOU”) is entered into as of December 16, 2015, by and among the undersigned parties to (i) one action pending in the Supreme Court of the State of New York, County of Westchester (the “Court”), captioned Jack Isaacs v. Allen S. Greene, et al., Index No. 69123-15 (the “Action”); and (ii) one action pending in the Court of Chancery of the State of Delaware, captioned Robert Brieske v. SmartPros Ltd., et. al. C.A. No. 11743-CB (the “Delaware Action,” and together with the Action, the “Actions”). The plaintiffs in the Actions (collectively, “Plaintiffs”) are shareholders of SmartPros Ltd. (“SmartPros” or the “Company”). The Actions relate to the proposed acquisition of SmartPros by Kaplan, Inc. (“Kaplan”) through Kaplan’s affiliates, DF Institute, LLC (“DF Institute”) and SPL Merger Corp (“Merger Sub”). The defendants in the Actions are Allen S. Greene, Jack Fingerhut, John J. Gorman, Martin H. Lager, Leonard J. Stanley (collectively, the “Director Defend
WITNESSETHSecurity Agreement • June 30th, 2004 • SmartPros Ltd. • Services-educational services • New York
EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JOSEPH FISHEmployment Agreement • March 24th, 2009 • SmartPros Ltd. • Services-educational services • New York
This employment agreement (the “Agreement”) dated as of October 1, 2005 is by and between SmartPros Ltd., a Delaware corporation (the “Company”), and Joseph Fish, an individual residing at 375 South End Avenue 20G, New York, New York 10280 (the “Executive”).
