Underwriting AgreementUnderwriting Agreement • February 2nd, 2015 • Ctpartners Executive Search Inc. • Services-employment agencies • New York
CTPartners Executive Search Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Craig-Hallum Capital Group LLC (the “Underwriter” or “you”) an aggregate of 1,454,059 shares of common stock, par value $0.001 per share (“Stock”), of the Company. The aggregate of 1,454,059 shares to be sold by the Company is herein called the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2014 • Ctpartners Executive Search Inc. • Services-employment agencies • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 2nd of December, 2013, by and between David Nocifora (“Executive”) and CTPARTNERS EXECUTIVE SEARCH LLC, a Delaware limited liability company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2013 • Ctpartners Executive Search Inc. • Services-employment agencies • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 17th day of April, 2013 (the “Effective Date”), by and between William J. Keneally (“Executive”) and CTPARTNERS EXECUTIVE SEARCH INC, (the “Company”).
STOCK PURCHASE AGREEMENT AMONG CTPARTNERS EXECUTIVE SEARCH INC., CTPARTNERS LA (USA) LLC (AS BUYERS), CTPARTNERS LATIN AMERICA, INC., CTP VEN CORP. (AS SELLERS), THE KEY PERSONS, AND NESTOR D’ANGELO (AS KEY PERSON REPRESENTATIVE) Dated January 31, 2012Stock Purchase Agreement • May 10th, 2012 • Ctpartners Executive Search Inc. • Services-employment agencies • New York
THIS STOCK PURCHASE AGREEMENT, dated as of January 31, 2012, is made and entered into among CTPartners Executive Search Inc., a Delaware corporation (“CTP USA”), CTPartners LA (USA) LLC, a Delaware limited liability company (“CTP LLC”, and together with CTP USA, the “Buyers”), CTPartners Latin America, Inc., a BVI corporation (“CTP L.A.”), CTP VEN Corp., a Panamanian corporation (“CTP VEN”, and together with CTP L.A., the “Sellers”), the key persons listed on Schedule 15.1(d) attached hereto (the “Key Persons”), and Nestor D’Angelo, in his capacity as Key Person Representative (the “Key Person Representative”).
CTPARTNERS EXECUTIVE SEARCH INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent STOCKHOLDERS RIGHTS AGREEMENT Dated as of March 4, 2015Stockholders Rights Agreement • March 9th, 2015 • Ctpartners Executive Search Inc. • Services-employment agencies • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT, dated as of March 4, 2015 (this “Agreement”), by and between CTPartners Executive Search Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2010 • Ctpartners Executive Search LLC • Services-employment agencies • Delaware
This Indemnification Agreement, dated as of _____________, 20__ (this “Agreement”), is made by and between CTPartners Executive Search Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AMONG JPMORGAN CHASE BANK, N.A. (“BANK”) and CTPARTNERS EXECUTIVE SEARCH LLC (f/k/a Christian & Timbers LLC) (“Borrower”) November 19, 2010Credit and Security Agreement • November 24th, 2010 • Ctpartners Executive Search LLC • Services-employment agencies • Ohio
This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 19th day of November 2010, by and between CTPARTNERS EXECUTIVE SEARCH LLC (f/k/a Christian & Timbers LLC), a Delaware limited liability company, which will be changing its name on or about the Closing Date to CTPARTNERS EXECUTIVE SEARCH INC. in connection with the CTP IPO Name Change (as defined below) (“Borrower”), and JPMORGAN CHASE BANK, N.A. (“Bank”).
ContractConvertible Promissory Note • October 14th, 2010 • Ctpartners Executive Search LLC • Services-employment agencies
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. LENDER ACKNOWLEDGES THAT MAKER MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO MAKER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. LENDER ACKNOWLEDGES THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
CTPartners Executive Search Inc. l Shares of Common Stock 1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2010 • Ctpartners Executive Search LLC • Services-employment agencies • Illinois
WILLIAM BLAIR & COMPANY, L.L.C. C.L. KING & ASSOCIATES, INC. as Representative(s) of the several Underwriters c/o William Blair & Company, L.L.C. 222 West Adams Street, Suite 3300 Chicago, Illinois 60606
CTPartners Executive Search Inc. NLH KG Share Sale and Purchase AgreementShare Sale and Purchase Agreement • November 7th, 2014 • Ctpartners Executive Search Inc. • Services-employment agencies
NOTE PREPAYMENT AND CONVERSION AGREEMENTNote Prepayment and Conversion Agreement • October 14th, 2010 • Ctpartners Executive Search LLC • Services-employment agencies
This NOTE PREPAYMENT AND CONVERSION AGREEMENT (“Agreement”), dated this __ day of __________, 2010, is entered into by and between CTPARTNERS EXECUTIVE SEARCH LLC (the “Maker”) and ______________ (the “Lender”).
REVISED Letter of Agreement dated 26-April-2007Letter of Agreement • September 3rd, 2010 • Ctpartners Executive Search LLC • New York
CTPartners LLC, a Delaware Corporation, having its general offices at 1166 Avenue of the Americas, New York, NY 10036 (hereinafter referred to as “C&T”), and H S Andean Holding Corporation, a BVI Corporation, having its registered office at the offices of ALFARO, FERRER & RAMIREZ (BVI), (hereinafter referred to as “Affiliate Parent”).
