ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("AGREEMENT") MADE AS OF THE 19TH DAY OF NOVEMBER, 1998, BY AND AMONG RELIABILITY INCORPORATED, A TEXAS CORPORATION (THE "PURCHASER"), BASIC ENGINEERING SERVICES AND TECHNOLOGY LABS, INC., A...Asset Purchase Agreement • December 17th, 1998 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
ARTICLE ILoan Agreement • March 19th, 1997 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
EXHIBIT 4.1. THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 16th, 1998 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
Employment AgreementEmployment Agreement • September 9th, 2021 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Maryland
This Employment Agreement (the “Agreement”) is made and entered into as of 3rd day of September, 2021, by and between Nicholas Tsahalis (the “Executive”) and Reliability, Inc., a Texas corporation, and its subsidiaries (the “Company”).
ContractMerger Agreement • November 14th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
On September 18, 2019, the Company, R-M Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), The Maslow Media Group, Inc. (“Maslow”), Jeffrey Eberwein, Naveen Doki, and Silvija Valleru (together with Dr. Doki, the “Shareholders”) entered into a Merger Agreement (the “Merger Agreement”). The Merger Agreement provided for, among other things, a business combination whereby Merger Sub would merge with and into Maslow, with Maslow as the surviving entity (the “Merger”). The Merger closed in accordance with the terms of the Merger Agreement on October 29, 2019. As a result of the Merger, the separate corporate existence of Merger Sub ceased, and Maslow continued as the surviving corporation and a wholly owned subsidiary of the Company.
RELIABIITY INCORPORATED Exhibit 4.2 FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 19th, 1997 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • October 3rd, 2013 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
THIS STOCK REDEMPTION AGREEMENT (the “Agreement”) is entered into and effective as of October 1, 2013 by and between RELIABILITY INCORPORATED, a Texas corporation with a business address at 410 Park Avenue – 15th floor, New York, New York 10022 (the “Company”), and JAY GOTTLIEB, an individual residing 30 Stonygate Oval, New Rochelle, New York 10804 (the “Redeeming Stockholder”). The Company and the Redeeming Stockholder are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
Piggyback Registration Rights AgreementPiggyback Registration Rights Agreement • November 1st, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Piggyback Registration Rights Agreement (this “Agreement”) is made as of October ______, 2019 (the “Effective Date”), by and among Reliability Incorporated, a Texas corporation (the “Company”) and the investors as set forth on the signature pages hereto, and each other person or entity who may join this Agreement following the Effective Date as set forth in Section 7 (each, an “Investor” and collectively the “Investors”). Each of the Company and each Investor may be referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 3rd, 2013 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of October 1, 2013 by and between RELIABILITY INCORPORATED, a Texas corporation with a business address at 410 Park Avenue – 15th floor, New York, New York 10022 (the “Company”), and JEFFREY E. EBERWEIN, as trustee of the JEFFREY E. EBERWEIN REVOCABLE TRUST U/A 10-01-2010, a revocable trust with a business address at 53 Forest Avenue, Old Greenwich, Connecticut 06870 (the “Purchaser”). The Company and the Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
Securities Purchase Agreement by and among The Maslow Media Group, Inc. and The Investor Named HereinSecurities Purchase Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Florida
This Securities Purchase Agreement (together with the Exhibits attached hereto, this “Agreement”), dated as of the date first set forth above (the “Closing Date”), is entered into by and among The Maslow Media Group, Inc., a Virginia corporation (the “Company”), and the investor listed on the signature page hereto (the “Investor”). The Company and the Investor may be referred to herein individually as a “Party” and collectively as the “Parties.”
JOINDER AGREEMENTJoinder Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
The undersigned is executing and delivering this Joinder Agreement (this “Joinder Agreement”) pursuant to Section 6.10 of that certain Merger Agreement, dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth therein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth therein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth therein (the “Merger Agreement.). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement
DEBT CONVERSION AGREEMENT by and among Reliability Incorporated And Lone Star Value Co-Invest I, LPDebt Conversion Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Debt Conversion Agreement (subject to amendment as set forth herein, and together with the exhibits, schedules and other attachments hereto, this “Agreement”) is entered into as of the date first set forth (such date, the “Effective Date”) by and among (i) Reliability Incorporated, a Texas corporation (the “Company”); and (ii) Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as a “Party.”
SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • New Jersey
THIS SETTLEMENT AGREEMENT (the “Agreement”) is dated as of December 2018 (the “Effective Date”), by and among CC Business Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”), and The Maslow Media Group, Inc. (“Maslow”), Vivos Holdings, LLC, Vivos Acquisitions, LLC (collectively with Vivos Holdings, LLC, the “Vivos Entities”), Naveen Doki (“Doki”) and Silvija Valleru (“Valleru”) (collectively, the “Parties”).
Merger AgreementMerger Agreement • September 23rd, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Virginia
This Merger Agreement (this “Agreement”), dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth herein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth herein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth herein. Each of Reliability, Merger Sub, Maslow, Mr. Eberwein, Mr. Doki, and Ms. Valleru may be collectively referred to herein as the “Parties” and individually as a “Party.”
PROMISSORY NOTEPromissory Note • May 15th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Promissory Note (the "Note") is made and executed as of the date referred to above, by and between Lone Star Value Co-Invest I, LP, a Delaware limited partnership ("Lone Star Value Co-Invest I"), and Reliability Incorporated, a Texas corporation ("RLBY"). By this Note, RLBY promises and agrees to pay to the order of Lone Star Value Co-Invest I, at 53 Forest Avenue, First Floor, Old Greenwich, Connecticut 06870 or at such other place as Lone Star Value Co-Invest I may designate in writing, the principal sum of $15,000, together with interest thereon from the date hereof on the unpaid balance of principal from time to time outstanding, at a fixed rate of interest equal to 10.0% per annum.
AMENDMENT TO STIPULATION OF SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Amendment To Settlement Agreement (“Amendment”) as of April 10, 2019 (“Effective Date”), is entered into by and among Libertas Funding LLC located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830, and Kinetic Direct Funders located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830 (hereinafter “Funders”) and the following specific Merchants (hereinafter “Merchants”):
LOCK-UP AGREEMENT (Holder: ___________________) Dated as of [__________], 2019Lock-Up Agreement • September 23rd, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between Reliability Incorporated, a Texas corporation (the “Company”) and [_____________________] (the “Holder”).
JOINDER AGREEMENTJoinder Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
The undersigned is executing and delivering this Joinder Agreement (this “Joinder Agreement”) pursuant to Section 6.10 of that certain Merger Agreement, dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth therein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth therein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth therein (the “Merger Agreement.). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement
LOCK-UP AGREEMENT (Holder: ___________________) Dated as of [__________], 2019Lock-Up Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between Reliability Incorporated, a Texas corporation (the “Company”) and [_____________________] (the “Holder”).
SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • New York
WHEREAS, on or about December 15,2017, Argus as buyer entered into an Agreement for the Purchase and Sale of Future Receipts with sellers: Metler & Michael Inc, M&M Media Solutions, Inc., The Maslow Media Group, Inc., Healthcare Resource Network, LLC, and Alliance Micro, Inc., as subsequently amended and restated on or about August 27, 2018, to include the additional sellers, Vivos Acquisitions, LLC, 360 IT Professionals Inc. and US IT Solutions Inc., with personal guarantees of performance and confessions of judgment of Naveen Doki and Silvija Valleru (collectively, the “Argus & Metier Agreement”);
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among RELIABILITY INCORPORATED RELIABILITY - MEDALLION, INC., MEDALLION ELECTRIC ACQUISITION CORPORATION, and Linda R. Katz, Branden A. Ferrari, Ariel Imas, Alex Kreger, Charles G. Masters, RHK Midtown...Merger Agreement • April 6th, 2007 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
CONSULTING AGREEMENT This Agreement, dated as of December 3, 1998, by and between Reliability Incorporated, a Texas corporation (the "Company"), and Basic Engineering Services and Technology Labs, Inc., a California corporation ("BEST"). W I T N E S S...Consulting Agreement • December 17th, 1998 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
SETTLEMENT, SALE OF STOCK AND RELEASE AGREEMENTSettlement, Sale of Stock and Release Agreement • October 17th, 2007 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Florida
This Settlement, Sale of Stock and Release Agreement ("Agreement") effective as of October 1, 2007, by and among Medallion Electric, Inc., a Florida corporation ("Medallion"), Reliability Contractors of Florida, Inc. ("Reliability Contractors"), formerly known as Medallion Electric Acquisition Corporation, a Florida corporation, Reliability Incorporated, a Texas corporation ("Reliability"), and Ronald Masaracchio ("Seller").
ContractFactoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This First Amendment (“Amendment”) amends the Factoring and Security Agreement made as of November 4, 2016 by and between The Maslow Media Group, Inc. (“Client”) and Advance Business Capital LLC d/b/a Triumph Business Capital (“Company”) as follows, effective as of January 3, 2018. (“Effective Date).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 22nd, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Virginia
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of November 20, 2019, with an effective date of December 1, 2019, (the “Effective Date”), between Maslow Media Group, Inc., a Virginia corporation (the “Purchaser”), and Vivos Holdings Inc., a Delaware Corporation whose address 22 Baltimore Road, Rockville Maryland is (the “Seller”). The Purchaser and Seller are each a “Party” to this Agreement and may be referred to as such from time to time.
FACTORING AND SECURlTY AGREEMENT AMENDMENT 2Factoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Second Amendment (“Amendment”) amends the Factoring and Security Agreement made as of November 4, 2016 by and between The Maslow Media Group, Inc. (“Client”) and Advance Business Capital LLC d/b/a Triumph Business Capital (“Company”) as follows, effective as of January 19, 2018.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Indemnification Agreement (“Agreement”) is effective as of _________________, 20_____, by and between Reliability Incorporated, a Texas corporation (the “Corporation”), and _________________ (“Indemnitee”).
STIPULATION OF SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Settlement Agreement (“Agreement”) as of October 25, 2018 (“Effective Date”), is entered into by and among Libertas Funding LLC located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830, and Kinetic Direct Funders located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830 (hereinafter “Funders”) and the following specific Merchants (hereinafter “Merchants”):
AGREEMENT FOR THE CONTINGENT LIQUIDATION OF THE COMMON STOCK OF MASLOW MEDIA GROUP, INC.Contingent Liquidation Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Virginia
This Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., (the “Agreement”), is entered into this 28th day of October, 2019 (the “Effective Date”), by and among the Maslow Media Group, a Virginia corporation with offices at 22 Baltimore Road, Rockville, MD 20850 (“Maslow”), Naveen Doki, an individual residing at 4902 Finchem Court Fairfax, VA 22030 (“Doki”), Silvija Valleru, an individual residing at 6206 Colchester Road, Fairfax, VA 22030 (“Valleru”); Shirisha Janumpally, an individual residing at 4902 Finchem Court, Fairfax, VA 22030 (“Janumpally”), Kalyan Pathuri, an individual residing at 6206 Colchester Road, Fairfax, VA 22030 (“Pathuri”), and Federal Systems, a VA corporation with offices at 4902 Finchem Court, Fairfax, VA 22030 (“Federal”):
Piggyback Registration Rights AgreementPiggyback Registration Rights Agreement • November 1st, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Piggyback Registration Rights Agreement (this “Agreement”) is made as of October ______, 2019 (the “Effective Date”), by and among Reliability Incorporated, a Texas corporation (the “Company”) and the investors as set forth on the signature pages hereto, and each other person or entity who may join this Agreement following the Effective Date as set forth in Section 7 (each, an “Investor” and collectively the “Investors”). Each of the Company and each Investor may be referred to herein individually as a “Party” and collectively as the “Parties.”
DEBT CONVERSION AGREEMENT by and among Reliability Incorporated And Lone Star Value Investors, LPDebt Conversion Agreement • November 1st, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
THIS FACTORING AND SECURITY AGREEMENT (“Agreement”) is made as of November 4, 2016 by and between THE MASLOW MEDIA GROUP, INC, (“Client”) and Advance Business Capita] LLC d/b/a Triumph Business Capital (together with its Affiliates, successors and assigns, “Triumph”), (individually, “Party” and collectively, “Parties”).
ASSET PURCHASE AGREEMENT AMONG RELIABILITY INCORPORATED AND FUTURA INTERNATIONAL, INC. AND HELMUT GROLLITSCH July 29, 2003 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 5th, 2003 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Asset Purchase Agreement (this "Agreement"), dated and effective as of July 23, 2003, among Reliability Incorporated, a Texas corporation ("Purchaser"), Helmut Grollitsch, a resident of Houston, Texas ("Inventor"), and Futura International, Inc., a Texas corporation ("Futura").
AGREEMENT FOR PURCHASE AND SALE OF CAPITAL STOCK between MEDALLION ELECTRIC ACQUISITION CORPORATION, a Florida corporation and RONALD MASARACCHIO, an individual Dated as of December 22, 2006 AGREEMENT FOR PURCHASE AND SALE OF CAPITAL STOCKPurchase and Sale Agreement • April 6th, 2007 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Florida
THIS AGREEMENT FOR PURCHASE AND SALE OF CAPITAL STOCK (the "Agreement") is made by and among MEDALLION ELECTRIC ACQUISITION CORPORATION, a Florida corporation (the "Buyer"), and RONALD MASARACCHIO, an individual residing in Florida (the "Seller").
LOAN AGREEMENTLoan Agreement • December 20th, 2004 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
THIS LOAN AGREEMENT (the "Agreement") is made and entered into as of December 17, 2004, by and between RELIABILITY INCORPORATED, a Texas corporation ("Borrower") and BRIAR CAPITAL, L.P., a Texas limited partnership (the "Lender").
