UNDERWRITING AGREEMENT between MR2 GROUP, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • August 20th, 2018 • MR2 Group, Inc. • Services-management consulting services • New York
The undersigned, MR2 Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of MR2 Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT A Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].s
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • Nevada
WHEREAS, the Company desires to employ the Executive as the Non-Executive Chairman of the Company under the terms and conditions set forth in this Agreement; and
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • Nevada
WHEREAS, the Company desires to employ the Executive as the Executive Vice President, General Counsel and Corporate Secretary under the terms and conditions set forth in this Agreement; and
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • Nevada
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of October 1, 2018 (the “Effective Date”), by and between ACQUISITION CORP 1, a Nevada corporation (“Buyer”), with offices at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109, and an affiliate of MR2 Life, Inc. and MR2 Group, Inc., and MARKETING ANALYSTS, LLC, d/b/a MAi Research, a South Carolina limited liability company (“Seller”), with offices at 2000 Sam Rittenberg Boulevard, Suite 3007, Charleston, SC 29407 (Buyer and Seller are sometimes referred to herein individually as a “party” and collectively as the “parties”). It amends and restates the original Asset Purchase Agreement dated June 2, 2018.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
This FIRST Amendment to Loan and Security Agreement is entered into as of March 22, 2018 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), and PRECISION OPINION, INC. (“Borrower”).
SUBCONTRACT MODIFICATION #1Subcontract Modification • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
Precision Opinion, Inc. HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 25th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Loan And Security Agreement is entered into as of September __, 2017, by and between HERITAGE BANK OF COMMERCE (“Bank”) and PRECISION OPINION, INC. (“Borrower”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Guaranty and Suretyship Agreement (“Guaranty”), dated as of September __, 2017, is made by James T. Medick an individual residing in the State of Nevada (“Medick” and together with each other person joined hereto as a guarantor from time to time, collectively, “Guarantors”, and each individually a “Guarantor”), in favor of Super G Capital, LLC, a Delaware limited liability company (the “Lender”) under that certain Business Loan & Security Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Precision Opinion, Inc. a Nevada corporation (“Precision,” and together with any other borrowers under the Loan Agreement from time to time, collectively or individually as the context may require, the “Borrower”) and Lender. Unless otherwise defined herein, capitalized terms shall have their respective meanings as set forth in the Loan Agreement.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of March __, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).
Master Service Agreement Number 888-12-16-09 Subcontract Number 8-312-0214131-52812Subcontract Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
Subcontractor Information Precision Opinion, Inc. 101 Convention Center Drive, Plaza 124 101 Convention Center Drive, Plaza 124 Las Vegas, Nevada 89109 United States Subcontract Information Subcontract Amount $559,728 Funded Amount $275,610 Period of Performance 02/06/17 - 09/30/18 Subcontract Type Fixed Price Purchase Order Number 52812 Taxpayer ID Number 26-0534872
LEASE AGREEMENT (Multi-Tenant Office) LEASE AGREEMENT Multi-Tenant Office INDEXLease Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIS LEASE AGREEMENT is made by and between Charlotte D. Harrell, LLC, a South Carolina limited liability company (“LANDLORD”) with its physical address at 2000 Sam Rittenberg Blvd, Suite 124, Charleston, SC 29407, and all correspondence in regard to tills Agreement being sent to C/O Caldwell Commercial, LLC, P.O. Box 1504, Ml. Pleasant, SC 29465 and Marketing Analysts, LLC d/b/a MAi Research, LLC, a South Carolina limited liability company (“TENANT”) with its address at 238 Albemarle Road, Charleston, SC 29407, and is dated as of the date on which this Lease has been fully executed by landlord and Tenant.
UNCONDITIONAL GUARANTY (James T. Medick) March 22, 2018Unconditional Guaranty • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
For and in consideration of the loans by Heritage Bank of Commerce (“Lender”) to Precision Opinion, Inc., a Nevada corporation (“Borrower”), which loans are made pursuant to a Loan and Security Agreement dated as of September 13, 2017 and as amended from time to time, by and between Borrower and Lender (collectively, the “Loan Agreement”), and acknowledging that certain Events of Default have occurred under the Loan Agreement that are continuing as of the date hereof, the undersigned (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Lender and performance by Borrower of the Loan Agreement and any other agreements between Borrower and Lender, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Loan Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Subordination Agreement is made as of March 22, 2018 by and among James T. Medick (“Creditor”), and Heritage Bank of Commerce (“Bank”).
ContractBusiness Loan & Security Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
THIS BUSINESS LOAN & SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT DEBT AND LIEN SUBORDINATION AGREEMENT (THE “HERITAGE INTERCREDITOR AGREEMENT”) DATED AS OF SEPTEMBER __, 2017, AMONG PRECISION OPINION, INC., HERITAGE BANK OF COMMERCE AND SUPER G CAPITAL, LLC (“LENDER”). LENDER, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE HERITAGE INTERCREDITOR AGREEMENT.
ADDENDUM TO LOAN DOCUMENTS (MR2 Group, Inc.)Loan Agreement • August 6th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIS ADDENDUM TO LOAN DOCUMENTS (the “Addendum”) is entered into as of August 2, 2018, by MR2 GROUP, INC., a Nevada corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of January 25, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).
CONTRIBUTION AGREEMENTContribution Agreement • August 6th, 2018 • MR2 Group, Inc. • Services-management consulting services • Nevada
This Contribution Agreement (this “Agreement”) is made and entered into as of June 28, 2018, by and among MR2 Group, Inc., a Nevada corporation (the “Parent”), Precision Opinion, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company as listed in Exhibit A attached hereto (each, a “Shareholder,” and collectively, the “Shareholders”). The Parent, the Shareholders and the Company are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 25th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of September __, 2017 by and between PRECISION OPINION, INC., a Nevada corporation (“Grantor”) and HERITAGE BANK OF COMMERCE, a California corporation (“Bank”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of September 30, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”), dated as of September 30, 2018, is entered into and between by and between Super G Capital, LLC, a Delaware limited liability company (“Lender”), Precision Opinion, Inc., a Nevada corporation (“Borrower”), and James T. Medick, an individual residing at 2482 Hollow Rock Road, Las Vegas, NV 89135 (“Guarantor”). Borrower and Guarantor are sometimes referred to herein, as the “Credit Parties”.
PRECISION OPINION, INC EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 2018 • MR2 Group, Inc. • Services-management consulting services
This PRECISION OPINION, INC EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, as of the 1st day of January, 2014, (“Effective Date”), by and between PRECISION OPINION, INC, a Nevada corporation (“PO”) with its principal place of business in Las Vegas, NV and Guthrie Rebel , an individual whose present residential address is 437 Fynn Valley Dr, LV, NV 89148 (“Employee” and together with PO, the “Parties”).
SUBCONTRACT AGREEMENTSubcontract Agreement • June 13th, 2018 • MR2 Group, Inc. • Services-management consulting services • Maryland
This subcontract (the “Subcontract” or “Agreement”) is entered into as of the date it is fully executed by the Parties (“Effective Date”) by and between IMPAQ International, LLC located at 10420 Little Patuxent Parkway, Suite 300, Columbia, Maryland 21044 (“IMPAQ” or “Contractor”), and Precision Opinion, Inc., located at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109 (“Subcontractor”). Work under this Subcontract is not authorized until it is fully executed by both Parties.
UNBILLED LINE ADDENDUM TO FACTORING AGREEMENTFactoring Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services
This Unbilled Line Addendum to Factoring Agreement (this “Unbilled Line Addendum”), is dated as of October 10, 2018 (the “Effective Date”) by and between CSNK Working Capital Finance Corp. d/b/a Bay View Funding (“Buyer”) having a place of business at 2933 Bunker Hill Lane, Suite 210, Santa Clara, CA 95054-1152, and Precision Opinion, Inc., a Nevada Corporation (“Seller”) having its principal place of business and chief executive office at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109-2004. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Factoring Agreement (“Factoring Agreement”) of even date herewith entered into between Buyer and Seller.
NOTE MODIFICATION AGREEMENTNote Modification Agreement • February 13th, 2018 • MR2 Group, Inc. • Services-management consulting services
This Note Modification Agreement (“Agreement”) is made and entered into on _____ September, 2017 by and between Precision Opinion, Inc. (“Precision”) and Michael France (“France”).
AFFIRMATION OF AND AMENDMENT TO SUBORDINATION AGREEMENTSubordination Agreement • June 13th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIS AFFIRMATION OF AND AMENDMENT TO SUBORDINATION AGREEMENT is made as of March __, 2018 (the “Affirmation”), by the undersigned creditors (each, a “Creditor”) and Heritage Bank of Commerce (“Lender”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2018 • MR2 Group, Inc. • Services-management consulting services
This Second Amendment to Loan and Security Agreement is entered into as of June 29, 2018 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), and PRECISION OPINION, INC. (“Borrower”).
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This guaranty is an absolute, unconditional, present and continuing guarantee of payment and not of collectability and is in no manner conditional or contingent upon any attempt to collect from Seller or any other person, or upon any other condition or contingency. Guarantor understands that if Seller fails to perform or pay promptly any of its obligations to Buyer, or files a petition in bankruptcy, reorganization or insolvency, or makes an assignment for the benefit of creditors, Buyer may accelerate the performance or payment of Seller’s obligations.
Master Service Agreement Number 888-12-16-09 Subcontract Number 8-312-0214739-52940LMaster Service Agreement • July 17th, 2018 • MR2 Group, Inc. • Services-management consulting services
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Third Amendment to Loan and Security Agreement is entered into as of July 31, 2018 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), and PRECISION OPINION, INC. (“Borrower”).
NOTE MODIFICATION AGREEMENTNote Modification Agreement • February 13th, 2018 • MR2 Group, Inc. • Services-management consulting services
This Note Modification Agreement (“Agreement”) is made and entered into on _____ September, 2017 by and between Precision Opinion, Inc. (“Precision”) and Guthrie Rebel (“France”).
Precision Opinion, Inc. HERITAGE BANK OF COMMERCE LOAN AND SECURITY AGREEMENTLoan Agreement • February 13th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Loan And Security Agreement is entered into as of September __, 2017, by and between HERITAGE BANK OF COMMERCE (“Bank”) and PRECISION OPINION, INC. (“Borrower”).
FACTORING AGREEMENTFactoring Agreement • October 16th, 2018 • MR2 Group, Inc. • Services-management consulting services • California
This Factoring Agreement (the “Agreement”) is made as of October 10, 2018, by and between CSNK Working Capital Finance Corp. d/b/a Bay View Funding (“Buyer”) having a place of business at 2933 Bunker Hill Lane, Suite 210, Santa Clara, CA 95054-1152, and Precision Opinion, Inc., a Nevada Corporation (“Seller”) having its principal place of business and chief executive office at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109-2004.
Master Service Agreement Number 888-12-16-09 Subcontract Number 8-312-0214739-52940LSubcontract Agreement • June 13th, 2018 • MR2 Group, Inc. • Services-management consulting services
PRECISION OPINION, INC EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 25th, 2018 • MR2 Group, Inc. • Services-management consulting services
This PRECISION OPINION, INC EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, as of the 1st day of January, 2014, (“Effective Date”), by and between PRECISION OPINION, INC, a Nevada corporation (“PO”) with its principal place of business in Las Vegas, NV and James T Medick, an individual. whose present residential address is 2482 Hollow Rock Ct 89135 (“ Employee” and together with PO, the “Parties”).
