Standard Contracts
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of _____________, 2005 between KBL Healthcare Acquisition Corp. II, a Delaware corporation, with offices at 645 Madison Avenue, 14th Floor, New York, New York 10022 ("Company"), and Continental Stock...Warrant Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among: KBL Healthcare Acquisition Corp. II, a Delaware corporation (the “Company”); and the undersigned parties listed under the caption “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
February 16, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: KBL Healthcare Acquisition Corp. II ----------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to...Warrant Purchase Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of KBL Healthcare Acquisition Corp. II ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.10 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between KBL Healthcare Acquisition Corp. II (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
EXHIBIT 10.11 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among KBL HEALTHCARE ACQUISITION CORP. II, a Delaware corporation ("Company"), ZACHARY BERK, MARLENE KRAUSS, M.D., MICHAEL KASWAN, THE...Stock Escrow Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of EarlyBirdCapital, Inc., 275 Madison Avenue, Suite 1203, New York, New...Selected Dealers Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
2005 ---------------- KBL Healthcare Ventures 645 Madison Avenue, 14th Floor New York, New York 10022 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the...Service Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of KBL Healthcare Acquisition Corp. II ("KBL") and continuing until (the "Termination Date") the earlier of the consummation by KBL of a "Business Combination" or KBL's liquidation (as described in KBL's IPO prospectus), KBL Healthcare Ventures shall make available to KBL certain office and secretarial services as may be required by KBL from time to time, situated at 645 Madison Avenue, 14th Floor, New York, New York 10022. In exchange therefore, KBL shall pay KBL Healthcare Ventures the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
400,000 UNITS OFPurchase Option Agreement • March 29th, 2005 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
SUMMER INFANT, INC., and SUMMER INFANT (USA), INC., as Borrowers, and THE GUARANTORS FROM TIME TO TIME PARTY HERETO LOAN AND SECURITY AGREEMENT Dated as of February 28, 2013 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as...Loan and Security Agreement • March 4th, 2013 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of February 28, 2013, among SUMMER INFANT, INC., a Delaware corporation (the “Company”), SUMMER INFANT (USA), INC., a Rhode Island corporation (“SI USA”, and together with Company, collectively, “Borrowers”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner (“Arranger”).
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: KBL Healthcare Acquisition Corp. II, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • February 25th, 2005 • KBL Healthcare Acquisition Corp. II • New York
SUMMER INFANT, INC., and SUMMER INFANT (USA), INC., as Borrowers, and THE GUARANTORS FROM TIME TO TIME PARTY HERETO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of April 21, 2015 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF...Loan and Security Agreement • April 22nd, 2015 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of April 21, 2015 (this “Agreement”), among SUMMER INFANT, INC., a Delaware corporation (the “Company”), SUMMER INFANT (USA), INC., a Rhode Island corporation (“SI USA”, and together with Company, collectively, “Borrowers”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner (“Arranger”) amends and restates in its entirety that certain Loan and Security Agreement dated as of February 28, 2013 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrowers, the guarantors party thereto, the lenders party thereto, Bank of America, N.A. as agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead ar
FORM OF CHANGE OF CONTROL AGREEMENTChange of Control Agreement • December 14th, 2015 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Rhode Island
This Change of Control Agreement (the “Agreement”), dated this day of December 2015 (the “Effective Date”), is entered into by and between Summer Infant (USA), Inc., a Rhode Island corporation (the “Company”), and the Employee of the Company named on the signature page hereto (the “Employee”).
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • October 26th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated October 25, 2006, is to the Warrant Agreement, dated as of April 21, 2005 (the “Warrant Agreement”), by and between KBL Healthcare Acquisition Corp. II, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
SUMMER INFANT, INC., and SUMMER INFANT (USA), INC., as Borrowers, and THE GUARANTORS FROM TIME TO TIME PARTY HERETO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of October 15, 2020 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK...Loan and Security Agreement • October 16th, 2020 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of October 15, 2020 (this “Agreement”), among SUMMER INFANT, INC., a Delaware corporation (the “Company”), SUMMER INFANT (USA), INC., a Rhode Island corporation (“SI USA”, and together with Company, collectively, “Borrowers”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions from time to time party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent and security trustee for the Lenders (“Agent”) amends and restates in its entirety that certain Second Amended and Restated Loan and Security Agreement dated as of June 28, 2018 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrowers, the guarantors party thereto, the lenders party thereto, Bank of America, N.A. as agent.
SECURITY AGREEMENT by SUMMER INFANT (USA), INC. as Lead Borrower and THE OTHER BORROWERS AND LOAN PARTIES PARTY HERETO FROM TIME TO TIME and SALUS CAPITAL PARTNERS, LLC, as Agent Dated as of February 28, 2013Security Agreement • March 4th, 2013 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
SECURITY AGREEMENT dated as of February 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) made by (i) SUMMER INFANT (USA), INC., a Rhode Island corporation having an office at 1275 Park East Drive, Woonsocket, Rhode Island 02895, as lead borrower for itself and the other Borrowers (the “Lead Borrower”), (ii) SUMMER INFANT, INC., a Delaware corporation having an office at 1275 Park East Drive, Woonsocket, Rhode Island 02895 (together with the Lead Borrower, the “Original Borrowers”) AND THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Borrowers,” and together with the Original Borrowers, the “Borrowers”), and (iv) THE GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Guarantors”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 31st, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of October 15, 2020 (this “Agreement”), among SUMMER INFANT, INC., a Delaware corporation (the “Company”), SUMMER INFANT (USA), INC., a Rhode Island corporation (“SI USA”, and together with Company, collectively, “Borrowers”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions from time to time party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent and security trustee for the Lenders (“Agent”) amends and restates in its entirety that certain Second Amended and Restated Loan and Security Agreement dated as of June 28, 2018 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrowers, the guarantors party thereto, the lenders party thereto, Bank of America, N.A. as agent.
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • March 12th, 2007 • Summer Infant, Inc. • Blank checks • Rhode Island
AGREEMENT made this 21st day of December, 2006, by and between Bank of America, N.A., a national banking association, with an office located at 111 Westminster Street, Providence, Rhode Island (the “Lender”) and Faith Realty, LLC, a Rhode Island limited liability company with its principal business office located at 582 Great Road, North Smithfield, Rhode Island (the “Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2006 • KBL Healthcare Acquisition Corp. II • Blank checks • Rhode Island
This Employment Agreement (the “Agreement”) is made between KBL Healthcare Acquisition Corp. II (“KBL”), a Delaware corporation, and SII Acquisition Corp., a wholly owned subsidiary of KBL (“Merger Sub”), and Steven Gibree (the “Employee”) and is being entered into concurrently with the closing of the merger and related business combination transactions (collectively, the “Acquisition”) prescribed by the Agreement and Plans of Reorganization (“Reorganization Agreement”) entered into as of September 1, 2006, by and among the Company, Merger Sub, Summer Infant, Inc., Summer Infant Europe Ltd. and Summer Infant Asia, Ltd. (collectively the “Target Companies”), and the stockholders of the Target Companies, which include the Executive. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement. By executing this Agreement, SII and Employee are agreeing to terminate, effective upon the Closing, that certain Employment Agreement by
FORM OF INDEMNIFICATION AGREEMENT (OFFICERS AND DIRECTORS)Indemnification Agreement • January 17th, 2014 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Delaware
This Indemnification Agreement (the “Agreement”), is made and entered into this [ ] day of [ ], 2014, by and among Summer Infant, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SUMMER INFANT, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 14th, 2012 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Delaware
AGREEMENT AND PLAN OF MERGER by and among Kids2, Inc. Project Abacus Acquisition Corp. and Summer Infant, Inc. Dated as of March 16, 2022Merger Agreement • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with the Exhibits attached hereto, as amended, this “Agreement”) is made and entered into as of March 16, 2022 by and among Kids2, Inc., a Georgia corporation (“Parent”), Project Abacus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Sub”), and Summer Infant, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement will have the respective meanings assigned to them in Annex A.
FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 20th, 2017 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
This FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 16, 2017 by and among SUMMER INFANT, INC. and SUMMER INFANT (USA), INC., as “Borrowers” under the Loan Agreement referenced below (“Borrowers”), SUMMER INFANT CANADA, LIMITED and SUMMER INFANT EUROPE LIMITED, as “Guarantors” under the Loan Agreement referenced below (“Guarantors” and together with the Borrowers, the “Obligors”), the “Lenders” party to the Loan Agreement referenced below (“Lenders”), and BANK OF AMERICA, N.A., in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below (“Agent”).
SIXTH AMENDMENT AGREEMENT AND ALLONGESixth Amendment Agreement and Allonge • July 3rd, 2007 • Summer Infant, Inc. • Blank checks • Rhode Island
THIS SIXTH AMENDMENT AGREEMENT AND ALLONGE is made effective as of the 27th day of June, 2007, by and among Bank of America, N.A., a national banking association, with an office located at 111 Westminster Street, Providence, Rhode Island (the "Lender"), and Summer Infant (USA), Inc., a Rhode Island corporation, formerly known as SII Acquisition, Inc., as successor by merger with Summer Infant, Inc. ("SII"), Summer Infant Europe Limited, a private company limited by shares organized under the laws of England and Wales with registered number 04322137 ("SIE"), and Summer Infant Asia Limited, a Hong Kong corporation ("SIA"), all with a principal place of business located at 1275 Park East Drive, Woonsocket, Rhode Island (SII, SIE, and SIA herein individually referred to as a "Borrower" and collectively referred to as the "Borrowers").
CONFIDENTIAL TREATMENT REQUESTED Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential...Loan and Security Agreement • June 29th, 2018 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of June 28, 2018 (this “Agreement”), among SUMMER INFANT, INC., a Delaware corporation (the “Company”), SUMMER INFANT (USA), INC., a Rhode Island corporation (“SI USA”, and together with Company, collectively, “Borrowers”), THE GUARANTORS FROM TIME TO TIME PARTY HERETO, the financial institutions from time to time party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”) amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement dated as of April 21, 2015 (as amended prior to the date hereof, the “Existing Credit Agreement”) among the Borrowers, the guarantors party thereto, the lenders party thereto, Bank of America, N.A. as agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and sole bookrunner.
SUMMER INFANT, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 29th, 2012 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Delaware
PROPRIETARY AND CONFIDENTIALInterim Chief Executive Officer Agreement • March 18th, 2020 • Summer Infant, Inc. • Miscellaneous manufacturing industries
This letter, together with the attached General Business Terms (collectively, the “Agreement”), confirms and sets forth the terms and conditions of the engagement of Winter Harbor LLC (“we,” “us,” “our,” or “Winter Harbor”) to provide advisory and management services, through Stuart Noyes, who will act as Interim Chief Executive Officer (“Interim CEO”) of Summer Infant, Inc. and its various affiliates and subsidiaries if any (collectively, “you,” “your,” “Client” or “Company”). Upon execution of this letter by each of the parties below, this letter will constitute an agreement between the Company and Winter Harbor (the “Agreement”), and the engagement shall be effective beginning on December 16, 2019.
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • March 4th, 2015 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
This AMENDMENT NO. 2 TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of December 31, 2014 by and among SUMMER INFANT, INC. and SUMMER INFANT (USA), INC., as “Borrowers” under the Loan Agreement referenced below (“Borrowers”), SUMMER INFANT CANADA, LIMITED and SUMMER INFANT EUROPE LIMITED, as “Guarantors” under the Loan Agreement referenced below (“Guarantors”), the “Lenders” part to the Loan Agreement referenced below (“Lenders”), and SALUS CAPITAL PARTNERS, LLC, in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below (“Agent”).
PATHLIGHT CAPITAL LLCLoan Arrangement • May 12th, 2020 • Summer Infant, Inc. • Miscellaneous manufacturing industries
Reference is made to that certain Term Loan and Security Agreement, dated as of June 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), between and among Summer Infant, Inc. and Summer Infant (USA), Inc., as “Borrowers” (“Borrowers”), the guarantors from time to time party to the Loan Agreement referenced below (“Guarantors”, and together with Borrowers, “Obligors”), certain financial institutions from time to time party to the Loan Agreement referenced below (“Lenders”), and Pathlight Capital LLC, in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below (“Agent”).
July 14, 2020 Summer Infant, Inc.Abl Credit Agreement • August 11th, 2020 • Summer Infant, Inc. • Miscellaneous manufacturing industries
SEVENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 25th, 2018 • Summer Infant, Inc. • Miscellaneous manufacturing industries • New York
This SEVENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 24, 2018 by and among SUMMER INFANT, INC. and SUMMER INFANT (USA), INC., as “Borrowers” under the Loan Agreement referenced below (“Borrowers”), SUMMER INFANT CANADA, LIMITED and SUMMER INFANT EUROPE LIMITED, as “Guarantors” under the Loan Agreement referenced below (“Guarantors” and together with the Borrowers, the “Obligors”), the “Lenders” party to the Loan Agreement referenced below (“Lenders”), and BANK OF AMERICA, N.A., in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below (“Agent”).
December 15, 2021 Summer Infant, Inc.Loan and Security Agreement • March 17th, 2022 • Summer Infant, Inc. • Miscellaneous manufacturing industries
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 20th, 2019 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Rhode Island
This Separation Agreement and General Release (“Agreement”) is made this 27th day of November, 2018, by and among Summer Infant (USA), Inc. (“SI USA”), Summer Infant, Inc. (“SII”, and together with SI USA the “Company”) and William E. Mote, Jr. (“Mote”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED....Engagement Letter • May 12th, 2020 • Summer Infant, Inc. • Miscellaneous manufacturing industries
This Amendment (the “Amendment”) is to the Interim Chief Executive Officer Services Engagement Letter, dated December 6, 2019 and effective as of December 9, 2019 (the “Original Engagement Letter”), between Winter Harbor LLC ("Winter Harbor") and Summer Infant, Inc. and its various affiliates and subsidiaries ("Summer Infant" or the "Company").
LEASE OF PREMISES AT 1275 PARK EAST DRIVE WOONSOCKET, RHODE ISLAND FROM FAITH REALTY II, LLC, A RHODE ISLAND LIMITED LIABILITY COMPANY TO SUMMER INFANT (USA), INC., A RHODE ISLAND CORPORATIONLease Agreement • August 18th, 2009 • Summer Infant, Inc. • Miscellaneous manufacturing industries • Rhode Island
THIS LEASE (this “Lease”), made as of the 1st day of February, 2009, between Faith Realty II, LLC, a Rhode Island limited liability company and Summer Infant (USA), Inc., a Rhode Island corporation, is as follows:
