Servidyne, Inc. Sample Contracts

BETWEEN
Lease Agreement • July 28th, 1999 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs
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AGREEMENT AND PLAN OF REORGANIZATION AMONG
Agreement and Plan of Reorganization • January 5th, 2004 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia
GUARANTY
Guaranty • July 28th, 1999 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT by and between ABRAMS RIVERSIDE, LLC
Credit and Reimbursement Agreement • July 28th, 1999 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 28th, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

This Agreement and Plan of Merger is made and entered into as of June 26, 2011, by and among: Scientific Conservation, Inc., a Delaware corporation (“Parent”); Scrabble Acquisition, Inc., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and Servidyne, Inc., a Georgia corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

FORM OF VOTING AND SUPPORT AGREEMENT WITH RESPECT TO APPROXIMATELY 27% OF THE VOTING POWER
Voting and Support Agreement • June 28th, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

This Voting and Support Agreement (“Support Agreement”) is entered into as of June 26, 2011, by and between Scientific Conservation, Inc., a Delaware corporation (“Parent”), and _________________ (“Shareholder”).

SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Split Dollar Life Insurance Agreement • July 18th, 2001 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia

THIS AGREEMENT is entered into as of this 31st day of May, 2001, by and between ABRAMS INDUSTRIES, INC., a Georgia corporation (hereinafter the “Corporation”), ALAN R. ABRAMS (hereinafter the “Employee”), and ALAN R. ABRAMS, as owner of the Policy (hereinafter, with any subsequent assignee or owner of the Policy, the “Owner”).

JOINT FILING AGREEMENT and POWER OF ATTORNEY
Joint Filing Agreement • July 5th, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs

Pursuant to Rule 13d-1(k), the undersigned hereby agree that the attached Schedule 13D (including any amendments thereto) is filed on behalf of each of them.

RETIREMENT AGREEMENT
Retirement Agreement • July 29th, 2003 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia

THIS AGREEMENT is made and entered into this 22nd day of July, 2003, by and between ABRAMS INDUSTRIES, INC., a Georgia corporation (the “Company”), and EDWARD M. ABRAMS (“Executive”).

LOAN MODIFICATION, EXTENSION, REAFFIRMATION AND ASSUMPTION AGREEMENT
Modification and Extension Promissory Note and Security Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS LOAN MODIFICATION, EXTENSION, REAFFIRMATION AND ASSUMPTION AGREEMENT (“Agreement”) is dated as of the 9th day of March, 2011 (the “Agreement Date”), and made effective as of the 19th day of January, 2011 (the “Effective Date”), by and among NATIONAL LOAN INVESTORS, L.P., a Delaware Limited Partnership (“Lender”), having an address of 5619 North Classen Blvd., Oklahoma City, Oklahoma 73118, as assignee of Wachovia Bank, National Association (“Wachovia”); SERVIDYNE SYSTEMS, LLC, FOR ITSELF AND AS SUCCESSOR BY MERGER TO THE WHEATSTONE ENERGY GROUP, LLC, a Georgia Limited Liability

DEED TO SECURE DEBT AND SECURITY AGREEMENT
Debt and Security Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (hereinafter referred to as this “Deed”) made and entered into this 17th day of July, 2002, by and between 1945 THE EXCHANGE, LLC, a Georgia limited liability company, having as a mailing address c/o Abrams Properties, Inc., 1945 The Exchange S.E., Suite 300, Atlanta, Georgia 30339, Attention: President, party of the first part (hereinafter referred to as “Grantor”), and THE OHIO NATIONAL LIFE INSURANCE COMPANY, an Ohio corporation having as a mailing address One Financial Way, Cincinnati, Ohio 45242, party of the second part (hereinafter referred to as “Grantee”),

SERVIDYNE, INC. 2000 STOCK AWARD PLAN STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • July 31st, 2006 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ day of , 200_, by and between SERVIDYNE, INC., a Georgia corporation (the “Company”), and the employee designated below (the “Participant”).

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (ABRAMS POWER, INC.)
Servidyne, Inc. • June 2nd, 2011 • General bldg contractors - nonresidential bldgs • Georgia

THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (“Guaranty”) is made and entered into this 9th day of March, 2011, by ABRAMS POWER, INC., a corporation organized and existing under the laws of the State of Georgia (“Guarantor”), to and in favor of NATIONAL LOAN INVESTORS, L.P., a Delaware Limited Partnership (hereinafter referred to as “Lender”), having an address of 5619 North Classen Blvd., Oklahoma City, Oklahoma 73118.

CONSOLIDATED, AMENDED AND RESTATED RENEWAL NOTE AND SECURITY AGREEMENT This Note and Security Agreement is a consolidation, amendment, restatement and renewal of five existing Notes and Security Agreements between Borrower and Lender.
Renewal Note and Security Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS CONSOLIDATED NOTE is dated as of the 18th day of December, 2003, by and among National Loan Investors, L.P., a Delaware Limited Partnership (“Lender”), having an address of Suite 1313, 3030 N.W. Expressway, Oklahoma City, OK 73112, as assignee of Wachovia Bank, National Association (“Wachovia”); The Wheatstone Energy Group, Inc., a Georgia corporation (the “Prior Borrower”) having an address of 1231 Collier Road, NW, Suite 0, Atlanta, GA 30318; and WEGI Acquisition, LLC, a Georgia Limited Liability Company (the “New Borrower”) having an address of 1945 The Exchange, Suite 300, Atlanta, Cobb County, Georgia 30339-2029, assignee of the Prior Borrower.

MODIFICATION AND EXTENSION PROMISSORY NOTE AND SECURITY AGREEMENT NO. 2
Modification and Extension Promissory Note and Security Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS MODIFICATION AND EXTENSION PROMISSORY NOTE AND SECURITY AGREEMENT NO. 2 (together with that certain Modification and Extension Promissory Note and Security Agreement No. 1 of even date herewith in the principal amount of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) (the “Related Note”)) is an amendment, restatement, renewal, modification and extension of that certain Consolidated, Amended and Restated Renewal Note and Security Agreement dated December 18, 2003, by and among National Loan Investors, L.P., The Wheatstone Energy Group, Inc. and WEGI Acquisition, LLC (the “2003 Consolidation Note”).

ASSIGNMENT OF LEASES AND RENTS
Servidyne, Inc. • June 2nd, 2011 • General bldg contractors - nonresidential bldgs

THIS ASSIGNMENT OF LEASES AND RENTS (hereinafter referred to as this “Assignment”), made and entered into this 17th day of July, 2002, by and between 1945 THE EXCHANGE, LLC, a Georgia limited liability company (hereinafter referred to as “Borrower”), and THE OHIO NATIONAL LIFE INSURANCE COMPANY, an Ohio corporation (hereinafter referred to as “Lender”).

MODIFICATION AND EXTENSION PROMISSORY NOTE AND SECURITY AGREEMENT NO. 1
Modification and Extension Promissory Note and Security Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS MODIFICATION AND EXTENSION PROMISSORY NOTE AND SECURITY AGREEMENT NO. 1 (this “Note”) is dated as of the 9th day of March, 2011 (the “Agreement Date”), and made effective as of the 19th day of January, 2011 (the “Effective Date”), between and among NATIONAL LOAN INVESTORS, L.P., a Delaware Limited Partnership (“Lender”), having an address of 5619 North Classen Blvd., Oklahoma City, Oklahoma 73118, as assignee of Wachovia Bank, National Association (“Wachovia”); and SERVIDYNE SYSTEMS, LLC, a Georgia Limited Liability Company (the “Borrower”) having an address of 1945 The Exchange, Suite 325, Atlanta, Cobb County, Georgia 30339-2029.

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
Payment and Performance • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS GUARANTY is made as of the 17th day of July, 2002, by ABRAMS PROPERTIES, INC., a Georgia corporation (“Guarantor”), in favor of THE OHIO NATIONAL LIFE INSURANCE COMPANY, an Ohio corporation (“Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2001 • Abrams Industries Inc • General bldg contractors - nonresidential bldgs • Georgia

THIS AGREEMENT (“Agreement”) is made and entered into as of this 9th day of May, 2001, by and between E. MILTON BEVINGTON, an individual resident of the State of Georgia (“Employee”) and SSI ACQUISITION, LLC, a Georgia limited liability company (the “Buyer”).

ASSUMPTION AGREEMENT
Assumption Agreement • June 2nd, 2011 • Servidyne, Inc. • General bldg contractors - nonresidential bldgs • Georgia

THIS ASSUMPTION AGREEMENT (“Agreement”) is dated as of the 18th day of December, 2003, by and among National Loan Investors, L.P., a Delaware Limited Partnership (“Lender”), having an address of Suite 1313, 3030 N.W. Expressway, Oklahoma City, OK 73112, as assignee of Wachovia Bank, National Association (“Wachovia”); The Wheatstone Energy Group, Inc., a Georgia corporation (the “Prior Borrower”) having an address of 1231 Collier Road, NW, Suite 0, Atlanta, GA 30318; WEGI Acquisition, LLC, a Georgia Limited Liability Company (the “New Borrower”) having an address of 1945 The Exchange, Suite 300, Atlanta, Cobb County, Georgia 30339-2029; and M. Todd Jarvis and Paul M. Williams, individually (collectively, the “Guarantors”).

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