ALJ REGIONAL HOLDINGS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent RIGHTS AGREEMENT Dated as of May 13, 2009Rights Agreement • March 28th, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
RIGHTS AGREEMENT, dated as of May 13, 2009 (the “Agreement”), between ALJ Regional Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York limited liability trust company, as rights agent (the “Rights Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • April 1st, 2022 • Alj Regional Holdings Inc • Services-business services, nec • New York
Amended and Restated Financing Agreement, dated as of June 29, 2021, by and among ALJ Regional Holdings, Inc., a Delaware corporation (the “Parent”), Faneuil, Inc., a Delaware corporation (“Faneuil”), Phoenix Color Corp., a Delaware corporation (“PCC”, and together with the Parent, Faneuil, and each other Person that executes a joinder agreement and becomes a "Borrower" hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PNC Bank, National Association (“PNC”), as administrative agent and collateral agent for the Lenders (in such respective capacities, tog
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of (the “Effective Date”) by and between ALJ Regional Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
THIRD Amended and restated EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2021 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 20, 2021, is entered into by and between Brian Hartman (the “Executive”) and ALJ Regional Holdings, Inc. (the “Company”), and is effective as of the Effective Date (as defined below).
NINTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • May 13th, 2020 • Alj Regional Holdings Inc • Services-business services, nec • New York
Financing Agreement, dated as of August 14, 2015, by and among ALJ Regional Holdings, Inc., a Delaware corporation (the "Parent"), Faneuil, Inc., a Delaware corporation ("Faneuil"), Floors-N-More, LLC, a Nevada limited liability company ("FNM"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent, Faneuil, FNM and each other Person that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("CBF"), as collateral
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2019 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This Registration Rights Agreement, dated as of July 30, 2019, is by and between ALJ Regional Holdings, Inc., a Delaware corporation (the “Corporation”), and each of the investors, severally and not jointly, listed on the Schedule of Purchasers attached hereto as Exhibit A (each of which is herein referred to as a “Purchaser” and collectively as the “Purchasers").
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 18, 2013, is entered into by and between Faneuil, Inc., a Delaware corporation (the “Company”) and Anna Van Buren (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2018 • Alj Regional Holdings Inc • Services-business services, nec • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 14, 2014, is entered into by and between Floors-N-More, LLC, a Nevada limited liability company (the “Company”) and Steven Chesin (the “Executive”).
ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • September 21st, 2017 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT, dated September 20, 2017, is by and among Phoenix Color Corp., a Delaware corporation (“Buyer”), LSC Communications, Inc., a Delaware corporation (“Parent”) and Moore-Langen Printing Company, Inc., an Indiana corporation (“Seller”).
First AMENDED AND restated EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2020 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 21, 2020, is entered into by and between Jess Ravich (the “Executive”) and ALJ Regional Holdings, Inc. (the “Company”), and is effective as of the Effective Date (as defined below).
STAFFING SERVICES AGREEMENT Harland Clarke Corp.Staffing Services Agreement • March 28th, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Texas
THIS AGREEMENT (the “Agreement”) made and entered into this the 15lh day of April, 2013 (the “Effective Date”) by and between Harland Clarke Corp., a Delaware corporation and its Affiliated Companies (as hereinafter defined), whose principal place of business is 10931 Laureate Drive, San Antonio, TX 78249 (“Harland Clarke”), and Faneuil, Inc., an independent contractor, whose principal place of business is 2 Eaton Street, Suite 1002 Hampton, VA (“Faneuil”). For purposes hereof, Harland Clarke’s “Affiliated Companies” are defined as any entity controlling, controlled by or under common control with Harland Clarke, including its direct and indirect parents, but specifically excluding Faneuil, Inc. The term “control” is defined as the ownership of at least fifty percent of the equity or beneficial interest of such entity or the right to vote for or appoint a majority of the board of directors or other governing body of such entity.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • May 30th, 2017 • Alj Regional Holdings Inc • Services-business services, nec • New York
SECOND AMENDMENT, dated as of May 26, 2017 (this "Amendment"), to the Financing Agreement, dated as of August 14, 2015, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Financing Agreement"), by and among ALJ Regional Holdings, Inc., a Delaware corporation (the "Parent"), Faneuil, Inc., a Delaware corporation ("Faneuil"), Floors-N-More, LLC, a Nevada limited liability company ("FNM"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent, Faneuil, FNM and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarant
INFORMATION IN THIS EXHIBIT IDENTIFIED BY “[***]” IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(2)(II) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR...Asset Purchase Agreement • December 23rd, 2021 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT, dated as of December 21, 2021 (this “Agreement”), is made by and among ALJ Regional Holdings, Inc., a Delaware corporation (“Parent”), Faneuil, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Parent (the “Company”), TTEC Government Solutions, LLC, a Colorado limited liability company (“Purchaser”) and, solely for purposes of Section 6.20, TTEC Holdings, Inc., a Delaware corporation and direct parent entity of Purchaser (the “Guarantor”). The parties to this Agreement may be referred to herein each individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2018 • Alj Regional Holdings Inc • Services-business services, nec
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into on December 29, 2017, by and between Floors-N-More, LLC, a Nevada limited liability company (the “Company”) and Steven Chesin (the “Executive”), and shall become effective on January 1, 2018.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 25th, 2021 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This Purchase and Sale Agreement (this “Agreement”), dated January 23, 2021 is made by and among ALJ Regional Holdings, Inc., a Delaware corporation (the “Seller”), Superior Interior Finishes, LLC, a Nevada limited liability company (the “Purchaser”), and solely with respect to Section 4.2, Floors-N-More, LLC, a Nevada limited liability company (the “Company”).
SECOND AMENDED AND restated EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 14, 2022, is entered into by and between Jess Ravich (the “Executive”) and ALJ Regional Holdings, Inc. (the “Company”), and is effective as of the Effective Date (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2020 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 6, 2020, is entered into by and between Marc Reisch (the “Executive”) and Phoenix Color Corp. (the “Company”).
EIGHTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • March 27th, 2020 • Alj Regional Holdings Inc • Services-business services, nec • New York
EIGHTH AMENDMENT, dated as of March 26, 2020 (this "Amendment"), to the Financing Agreement, dated as of August 14, 2015, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Financing Agreement"), by and among ALJ Regional Holdings, Inc., a Delaware corporation (the "Parent"), Faneuil, Inc., a Delaware corporation ("Faneuil"), Floors-N-More, LLC, a Nevada limited liability company ("FNM"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent, Faneuil, FNM and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guara
SALE BONUS RELEASE AGREEMENTSale Bonus Release Agreement • April 18th, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
You hereby acknowledge and agree that, in connection with the closing of the transactions (the “Transactions”) contemplated by that certain stock purchase agreement dated as of February 3, 2022 by and among the Company, Phoenix Color Corp. and LSC Communications Book LLC, the Company shall pay you a bonus payment in the amount of $1,563,538, which amount shall be subject to applicable federal, state, and local tax and other withholdings (the “Sale Bonus”). You acknowledge and agree that the Sale Bonus is in full settlement and satisfaction of your rights to any and all amounts that may be owed to you as of the date hereof under Section 3 of Appendix A to the Employment Agreement (whether amounts due pursuant to Section 3 are in respect of the Transactions or other transactions that may have occurred before the closing of the Transactions (the “Section 3 Amounts”). Upon the payment of the Sale Bonus, you shall have no further claim or entitlement to any future payment or settlement with
Jess RavichBackstop Letter Agreement • November 30th, 2018 • Alj Regional Holdings Inc • Services-business services, nec • New York
This letter is delivered to you in connection with (i) the Financing Agreement, dated as of August 14, 2015 (as amended by the Fourth Amendment (as defined below), and as further amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among ALJ Regional Holdings, Inc., a Delaware corporation (“you"), Faneuil, Inc., Floors-N-More, LLC, Phoenix Color Corp., each subsidiary of yours listed as a "Guarantor" on the signature pages thereto, the lenders from time to time party thereto, Cerberus Business Finance, LLC ("CBF") and PNC Bank, National Association, (ii) the Fourth Amendment to Financing Agreement, dated as of the date hereof (the "Fourth Amendment"), (iii) the Junior Participation Agreement, dated as of the date hereof (the “Junior Participation Agreement”), by and between CBF and Jess Ravich ("Junior Participant") and (iv) any other agreements, supplements, documents and instruments relating thereto or executed in connection ther
NOVATION AND RESTRICTIVE COVENANTS AGREEMENTNovation and Restrictive Covenants Agreement • April 14th, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This Novation and Restrictive Covenants Agreement (this “Agreement”), dated April 13, 2022, is entered into by and among Phoenix Color Corp. (“Assignor”), ALJ Regional Holdings, Inc. (“Assignee”) and Marc Reisch (“Executive”). Assignor, Assignee and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2021 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 17, 2021, is entered into by and between Marc Reisch (the “Executive”) and Phoenix Color Corp. (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2021 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 20, 2021, is entered into by and between Faneuil, Inc., a Delaware corporation (the “Company”) and Anna Van Buren (the “Executive”).
SEVENTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • February 14th, 2020 • Alj Regional Holdings Inc • Services-business services, nec • New York
SEVENTH AMENDMENT, dated as of February 13, 2020 (this "Amendment"), to the Financing Agreement, dated as of August 14, 2015, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Financing Agreement"), by and among ALJ Regional Holdings, Inc., a Delaware corporation (the "Parent"), Faneuil, Inc., a Delaware corporation ("Faneuil"), Floors-N-More, LLC, a Nevada limited liability company ("FNM"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent, Faneuil, FNM and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "G
STOCK PURCHASE AGREEMENT BY AND BETWEEN ALJ REGIONAL HOLDINGS, INC., LSC COMMUNICATIONS BOOK LLC AND PHOENIX COLOR CORP. DATED AS OF FEBRUARY 3, 2022Stock Purchase Agreement • February 4th, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENT BY AND AMONG AKI, Inc. (“Arcade”), Bioplan USA, Inc. (solely as to Sections 3.1, 3.2, 3.4, 3.5, 3.7, 5.9, 5.10, 6 and 9) (“Bioplan”) AND Phoenix Color Corp. (“Buyer”) June 21, 2016Asset Purchase Agreement • June 22nd, 2016 • Alj Regional Holdings Inc • Services-business services, nec • New York
This Asset Purchase Agreement (this “Agreement”) is entered into this 21st day of June, 2016, by and among AKI, Inc., a Delaware corporation which does business under the Arcade Beauty name (“Arcade”) and which is a subsidiary of Bioplan USA, Inc., a Delaware corporation (“Bioplan”), Bioplan (solely as to Sections 3.1, 3.2, 3.4, 3.5, 3.7, 5.9, 5.10 and 9) and Phoenix Color Corp., a Delaware corporation and a subsidiary of ALJ Regional Holdings, Inc. (“Buyer”).
COLLATERAL AGENT AND TERM LOAN LENDER EXIT AGREEMENTExit Agreement • July 1st, 2021 • Alj Regional Holdings Inc • Services-business services, nec • New York
COLLATERAL AGENT AND TERM LOAN LENDER EXIT AGREEMENT (this "Agreement"), dated as of June 29, 2021, by and among ALJ Regional Holdings, Inc., a Delaware corporation (the "Parent"), Faneuil, Inc., a Delaware corporation ("Faneuil"), Phoenix Color Corp., a Delaware corporation ("PCC", and together with the Parent and Faneuil, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (each a "Guarantor" and collectively, the "Guarantors", and together with the Borrowers, each a “Loan Party” and collectively, the “Loan Parties”), the Lenders under the Existing Financing Agreement (as defined below), Cerberus Business Finance, LLC, a Delaware limited liability company ("CBF"), as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), and PNC Bank, National Association ("PNC"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent" and together with the Collate
SALE BONUS RELEASE AGREEMENTSale Bonus Release Agreement • April 14th, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
You hereby acknowledge and agree that, in connection with the closing of the transactions (the “Transactions”) contemplated by that certain stock purchase agreement dated as of February 3, 2022 by and among the Company, Phoenix and LSC Communications Book LLC, the Company is paying you a bonus payment in the amount of $1,700,000, which amount shall be subject to applicable federal, state, and local tax and other withholdings (the “Sale Bonus”). You agree that the Sale Bonus is in full settlement and satisfaction of your rights under Section 3.5 of the Employment Agreement, and that upon making of the payment of the Sale Bonus you shall have no further claim or entitlement to any future payment or settlement with respect to the Sale Bonus. In addition, you acknowledge and agree that the Transactions will not result in an acceleration of your bonus under Section 3.3 of the Employment Agreement (the “Bonus Acceleration”), and you will be eligible to earn your full bonus under Section 3.3
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 14th, 2022 • Alj Regional Holdings Inc • Services-business services, nec
This AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of April 12, 2022 (this “Amendment”), is made by and among ALJ Regional Holdings, Inc., a Delaware corporation (“Seller”), LSC Communications Book LLC, a Delaware limited liability company (“Purchaser”), and Phoenix Color Corp., a Delaware corporation (the “Company”, and together with Seller and Purchaser, the “Parties”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2017 • Alj Regional Holdings Inc • Services-business services, nec
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of August 11, 2017, by and between Faneuil, Inc., a Delaware corporation (the “Company”) and Anna Van Buren (the “Executive”).
MASTER SERVICES AGREEMENTMaster Services Agreement • March 28th, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Virginia
THIS AGREEMENT (the “Agreement”) made and entered into this the 30th day of September, 2013 (the “Effective Date”) by and between Scantron, Corporation, a Delaware corporation, doing business as Harland Technology Services (“HTS”), and Faneuil, Inc., a Delaware corporation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2017 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2017, is by and between ALJ Regional Holdings, a Delaware corporation (the “Parent”) and Vertex Business Services LLC, a Delaware limited liability company (“Seller”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG GREGG L. ANTENEN, RICHARD A. VEED, SEAN P. MURPHY AND FANEUIL, INC. Dated as of July 31, 2019Membership Interest Purchase Agreement • August 1st, 2019 • Alj Regional Holdings Inc • Services-business services, nec • New York
ContractStandard Written Agreement • April 22nd, 2016 • Alj Regional Holdings Inc • Services-business services, nec • Florida
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
FANEUIL LETTERHEAD]Employment Agreement • April 1st, 2022 • Alj Regional Holdings Inc • Services-business services, nec • Delaware
In connection with the proposed transaction by and among ALJ Regional Holdings, Inc., a Delaware corporation (“Parent”) Faneuil, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), and TTEC Government Solutions, LLC, a Delaware limited liability company or its affiliate (the “Buyer”) involving the sale of a substantial portion of the assets of the Company (such sale, the “Transaction”) and the documents connected with the Transaction (the “Transaction Documents”), you and the Company agree that, in furtherance of the Buyer’s obligations under the Transaction Documents, you will continue to perform services for the Company in accordance with the terms of this letter agreement (this “Letter”). This Letter shall supersede in its entirety your Employment Agreement, provided that, if the closing of the Transaction does not occur, this letter shall be null and void.
