CCOM Group, Inc. Sample Contracts

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ARTICLE I
Employment Agreement • January 20th, 2005 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York
LEASE
Lease • July 17th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies
ARTICLE I ---------
Employment Agreement • March 31st, 1998 • Colonial Commercial Corp • Personal credit institutions • New York
EXHIBIT 10(h)
Agreement of Purchase and Sale • November 18th, 2003 • Colonial Commercial Corp • Personal credit institutions • New York
RECITALS: ---------
Voting Agreement • March 29th, 1996 • Colonial Commercial Corp • Personal credit institutions • Delaware
ZANZI REALTY, LLC EASTGATE CORPORATE PARK 1 COATES DRIVE, SUITE 5 GOSHEN, NY 10924
Colonial Commercial Corp • November 2nd, 2005 • Wholesale-hardware & plumbing & heating equipment & supplies
AGREEMENT ---------
Asset Purchase Agreement • October 15th, 2003 • Colonial Commercial Corp • Personal credit institutions • New York
EXHIBIT 10(B)(I) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2001 • Colonial Commercial Corp • Personal credit institutions
Recitals
Option Agreement • February 23rd, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York
GANG REALTY, LLC Post Office Box 429 Middletown, NY 10940
Colonial Commercial Corp • July 17th, 2007 • Wholesale-hardware & plumbing & heating equipment & supplies
SUBORDINATION AGREEMENT
Subordination Agreement • December 13th, 2012 • CCOM Group, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This SUBORDINATION AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made and entered into, as of November __, 2012, by and among CCOM GROUP, INC., a New York corporation (“Debtor”), JOHN A. HILDEBRANDT, an individual (the “Subordinated Creditor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

PRELIMINARY STATEMENT ---------------------
Employment Agreement • June 20th, 2005 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies
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LEASE
Lease • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

This lease, dated as of September 10, 2007, (“Lease”) is by and between S&A Realty, Inc., a Massachusetts corporation (“Landlord”) and S&A Purchasing Corp., a New York corporation (“Tenant”).

RECITALS
Foreclosure Agreement • February 16th, 2001 • Colonial Commercial Corp • Personal credit institutions • Illinois
ESCROW AGREEMENT
Escrow Agreement • August 20th, 2009 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

ESCROW AGREEMENT dated as of this 20th day of August 2009, by and among Colonial Commercial Corp., a New York corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a financial institution chartered under the laws of the State of New York (the “Agent”) and the Investors executing this agreement (the “Investors”).

DEPOSITARY AGREEMENT
Depositary Agreement • August 20th, 2009 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

Colonial Commercial Corp. (the “Purchaser”), is offering to purchase any and all of the outstanding shares of convertible preferred stock, $.05 par value per share, (the “Preferred Stock” or “Shares”), of Colonial Commercial Corp., Cusip # 195621 503, Tax ID # 11-2037182 (the “Company”), for $1.25 per share of Preferred Stock (the “Offer Price”), net to the seller in cash upon the terms and conditions set forth in the Offer to Purchase dated August 20, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibit A and Exhibit B, respectively, and which, together with any amendments or supplements thereto constitute the “Offer”. The “Expiration Date” for the Offer shall be 12:00 Midnight New York City time, on September 22, 2009 unless and until the Purchaser shall have extended the period of time during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as

EXHIBIT 10(a)(ii)
Colonial Commercial Corp • July 9th, 1999 • Personal credit institutions
Contract
Subordination Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • New York

SECOND AMENDMENT, dated as of September 10, 2007 (“Amendment”), to and under CREDIT AND SECURITY AGREEMENT, dated as of July 28, 2004 (as amended from time to time, the “Credit Agreement”), by and among AMERICAN/UNIVERSAL SUPPLY, INC., a New York corporation (“American”), THE RAL SUPPLY GROUP, INC., a New York corporation (“RAL”), UNIVERSAL SUPPLY GROUP, INC., a New York corporation (“Universal”; American, RAL and Universal are each individually referred to as a “Borrower” and are collectively referred to as the “Borrowers”), S&A PURCHASING CORP., a New York corporation, to be renamed S&A Supply, Inc. immediately following the consummation of the transactions contemplated by the Purchase Agreement (as defined below) (“S&A”; each Borrower and S&A are individually referred to as a “Loan Party” and are collectively referred to as the “Loan Parties”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, as successor to Wells Fargo B

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Adam Mead, residing at 31 Lynnann Drive, Lee, Mass. 01238 (the "Employee").

Asset Purchase Agreement
Asset Purchase Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies • Massachusetts

This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of September, 2007, by and among S&A Purchasing Corp., a New York corporation (the “Buyer”), S&A Supply, Inc., a Massachusetts corporation (the “Company”), S&A Realty, Inc., a Massachusetts corporation (“Realty”), S&A Management, Inc., a Massachusetts corporation (“Management,” and together with Realty and the Company, the “Sellers,” and each individually sometimes referred to herein as a “Seller”), Nancy A. Mead (“Nancy”), Nancy A Mead and Thomas H. Mead, Trustees of The Discretionary Trust (“Trustees”), under The Rodney P. Mead Revocable Trust (the “Trust”), dated January 12,1999, Sarah Mead (“Sarah”), Brian Mead (“Brian”) and Adam Mead (“Adam”). Nancy, the Trustees, Sarah, Brian and Adam are the sole shareholders of each of the Sellers and are collectively referred to herein as the “Shareholders.” Nancy and the Trustees are sometimes referred to herein as the “Majority Shareholders” and Sarah

BY AND AMONG
Credit and Security Agreement • August 16th, 2004 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies
CONSULTING AGREEMENT
Consulting Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Nancy Mead, residing at 90 State Road, Great Barrington, Massachusetts 01230 (the "Consultant").

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2007 • Colonial Commercial Corp • Wholesale-hardware & plumbing & heating equipment & supplies

AGREEMENT, dated as of September 10, 2007, by and between S&A Purchasing Corp., a New York corporation, with its principal office located at 275 Wagaraw Road, Hawthorne, New Jersey 07506 (the "Company") and Brian Mead, residing at 8 Hillside Avenue, Great Barrington, 01230 (the "Employee").

SUBORDINATION AGREEMENT
Subordination Agreement • December 13th, 2012 • CCOM Group, Inc. • Wholesale-hardware & plumbing & heating equipment & supplies • New York

This SUBORDINATION AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made and entered into, as of November __, 2012, by and among CCOM GROUP, INC., a New York corporation (“Debtor”), GOLDMAN ASSOCIATES OF NEW YORK, INC., a New York corporation (the “Subordinated Creditor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

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