FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED SECOND AMENDMENT AND CONSENT TO NOTE PURCHASE AGREEMENT $40,000,000 Principal Amount 7.71% Senior Notes Due March 31, 2007Note Purchase Agreement • December 14th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New York
SERVICES AGREEMENTServices Agreement • October 12th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New York
CREDIT AGREEMENTCredit Agreement • June 30th, 1997 • Franklin Electronic Publishers Inc • Office machines, nec • New York
RECITALSSecurities Purchase Agreement • August 21st, 2002 • Franklin Electronic Publishers Inc • Office machines, nec • New York
Banc of America Commercial Finance Corporation -------------------------------- ------------------------------------------------ Loan and Security Agreement This Loan and Security Agreement (as it may be amended, this "Agreement") is entered into as...Loan and Security Agreement • December 14th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New York
EXHIBIT 10 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 18th, 1996 • Franklin Electronic Publishers Inc • Office machines, nec • New York
EXHIBIT 10.1Stock Purchase Agreement • April 10th, 2001 • Franklin Electronic Publishers Inc • Office machines, nec
BACKGROUND ----------Employment Agreement • June 30th, 1997 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
WAIVER AND AGREEMENT Senior Secured Notes and Secondary Notes Due March 31, 2006Waiver and Agreement • January 3rd, 2002 • Franklin Electronic Publishers Inc • Office machines, nec • New York
Exhibit 10.1.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE INFORMATION REPRESENTED BY A DAGGER [+] HEREIN. THE OMITTED INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ASSET PURCHASE AGREEMENT ASSET PURCHASE...Asset Purchase Agreement • October 12th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New York
STOCK OPTION AGREEMENT AGREEMENT, dated as of April 16, 1998, between FRANKLIN ELECTRONIC PUBLISHERS, INC. (the "Company"), a Pennsylvania corporation, and H. ANDREW CROSS ("Optionee"). WHEREAS, in accordance with Section 9 of the employment letter...Stock Option Agreement • December 14th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
EXCHANGE AGREEMENTExchange Agreement • September 18th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • New York
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 11, 2009 by and among certain shareholders signatory hereto (the “Shareholders”) of Franklin Electronic Publishers, Inc., a Pennsylvania corporation (“FEP”), and Saunders Acquisition Corporation, a Delaware corporation (the “Company”).
SERVICE AGREEMENT betweenService Agreement • June 15th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
Franklin Electronic Publishers (Deutschland) GmbH, represented by its sole shareholder. Franklin Electronic Publishers Euro-Holdings B.V., Rotterdam, represented by its singly representing Director, Mr. Mike Kemp, (hereinafter called the “Company”)
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • November 14th, 2007 • Franklin Electronic Publishers Inc • Office machines, nec
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of June, 2007, by and between Seiko Instruments Inc., a corporation organized and existing under the laws of Japan, with offices at 8, Nakase 1-chome, Mihama-ku, Chiba-shi, Chiba 261-8507, Japan (“SII”), and Franklin Electronic Publishers, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, U.S.A, with offices at One Franklin Plaza, Burlington, New Jersey 08016-4907, U.S.A. (“FEP”).
AGREEMENT AND PLAN OF MERGER DATED AS SEPTEMBER 30, 2009 BY AND BETWEEN FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED AND SAUNDERS ACQUISITION CORPORATIONMerger Agreement • October 1st, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 30, 2009 is entered into by and between Franklin Electronic Publishers, Incorporated, a Pennsylvania corporation (the “Company”), and Saunders Acquisition Corporation, a Delaware corporation (“Buyer”).
STOCK OPTION AGREEMENT AGREEMENT, dated as of August 16, 1999, between FRANKLIN ELECTRONIC PUBLISHERS, INC. (the "Company"), a Pennsylvania corporation, and PETER N. YIANILOS ("Optionee"). WHEREAS, in accordance with Section 2a of the consulting...Stock Option Agreement • December 14th, 1999 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
STOCK OPTION AGREEMENTStock Option Agreement • June 29th, 2005 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
AGREEMENT, dated as of April 2, 2002, between FRANKLIN ELECTRONIC PUBLISHERS, INC. (the “Company”), a Pennsylvania corporation, and ANDREW D. HORSFALL (“Optionee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 7th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”), made and entered into as of the 30th day of September, 2009, by and among Shining Sea Limited, an exempted company organized under the laws of the Island of Bermuda (“Shining Sea”), and Noah Education Holdings Ltd., a Cayman Islands company (“Noah”).
CONTRACT OF EMPLOYMENTContract of Employment • June 15th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
Franklin Electronic Publishers Deutschland GmbH, represented by its sole shareholder, Franklin Electronic Publishers, Inc. successor in interest to Franklin Electronic Publishers Euro-Holdings B.V.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 7th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”), made and entered into as of the 30th day of September, 2009, by and among Shining Sea Limited, an exempted company organized under the laws of the Island of Bermuda (“Shining Sea”), and Dynamic View Investments Limited and Global Wise Technologies Ltd., each a British Virgin Islands limited liability company (collectively, the “Shareholders”).
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION WITH FRANKLIN ELECTRONIC PUBLISHERS, INC. FRANKLIN ELECTRONIC PUBLISHERS (EUROPE) LTD. FRANKLIN ELECTRONIC PUBLISHERS (DEUTSCHLAND) GMBH December 7, 2004Revolving Credit and Security Agreement • February 14th, 2005 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
Revolving Credit and Security Agreement dated December 7, 2004 among FRANKLIN ELECTRONIC PUBLISHERS, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“FRANKLIN INC.”), FRANKLIN ELECTRONIC PUBLISHERS (EUROPE) LTD., a corporation organized under the laws of the United Kingdom (“Franklin Ltd.”) and FRANKLIN ELECTRONIC PUBLISHERS (DEUTSCHLAND) GMBH, a corporation organized under the laws of Germany (“Franklin GmbH”) (Franklin Inc., Franklin Ltd. And Franklin GmbH, each a “Borrower” and collectively, “Borrowers”) and PNC BANK, NATIONAL ASSOCIATION (“PNC” or “Lender”).
AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • April 3rd, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
THIS AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) made as of March 31, 2009 among PNC BANK, NATIONAL ASSOCIATION (“Lender” or “PNC”), and FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation (“Franklin Inc.”); FRANKLIN ELECTRONIC PUBLISHERS (EUROPE) LTD., a United Kingdom corporation (“Franklin Ltd.”) and FRANKLIN ELECTRONIC PUBLISHERS (DEUTSCHLAND) GMBH, a German corporation (“Franklin GmbH”) (Franklin Inc., Franklin Ltd. and Franklin GmbH are referred to herein collectively as “Borrowers”, and individually as “Borrower”).
THIRD AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 14th, 2007 • Franklin Electronic Publishers Inc • Office machines, nec
This Amendment is made as of January 1, 2007 to that certain Management Agreement made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at Room 2117 - 2124, Level 21, Tower 1, Metroplaza, 223 Hing Fong Road, Kwai Fong, N.T., Hong Kong SAR (“Centaurus”), as amended on June 13, 2005 and on December 13, 2005 (the “Agreement”). The parties wish to extend the Term of the Agreement on the terms and conditions set forth in this Amendment and therefore agree as follows:
Annex to Contract of Employment With effect from 15.02.2000, between Franklin Electronic Publishers Deutschland GmbH, represented by its sole shareholder, Franklin Electronic Publishers Euro-Holdings B.V. And Mr. Walter SchillingsContract of Employment • June 15th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
it is hereby agreed the amendment of Paragraph II, subparagraph 2 and subparagraph 3 (which shall become void) of the service agreement of March 11, 1996 in the actual version, last amended with the supplement of 01.Oct.1999, as follows:
FRAMEWORK FOR TECHNOLOGY COLLABORATION AGREEMENTFramework for Technology Collaboration Agreement • June 29th, 2005 • Franklin Electronic Publishers Inc • Office machines, nec • New York
This Framework for Technology Collaboration Agreement (the “Agreement” or “Framework Agreement”) is made and entered into on the Closing Date, as defined in Exhibit D, by and between AMAZON.COM, INC., a Delaware corporation (“Amazon”) and FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation (“Franklin”).
Amendment to the Employment Letter of Toshihide Hokari Dated July 2, 2007Employment Letter • December 24th, 2008 • Franklin Electronic Publishers Inc • Office machines, nec
WHEREAS, you and Franklin Electronic Publishers Incorporated (the “Company”) have entered into an Employment Letter dated July 2, 2007; and
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
This Amendment is made on June 13, 2005 to that certain Management Agreement made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”) (the “Agreement”). The parties wish to extend the Term of the Agreement on the terms and conditions set forth in this Amendment and therefore agree as follows:
EARN OUT AGREEMENTEarn Out Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
Franklin Electronic Publishers, Inc., a company established and existing under the laws of Pennsylvania (USA), with its principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (USA) (“Franklin”);
LEASELease Agreement • January 24th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
THIS LEASE, made as of the 18th day of January, 2006, by and between BERK & BERK AT FRANKLIN PLAZA A LIMITED LIABILITY COMPANY, a New Jersey limited liability company, having offices at 535 Route 38 East, Suite: 145, Cherry Hill, New Jersey (“Landlord”), and FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED. a Pennsylvania corporation, having offices at One Franklin Plaza, Burlington, New Jersey (“Tenant”):
JOINT FILING AGREEMENTJoint Filing Agreement • September 18th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec
Joint Filing Agreement, dated as of September 16, 2009 among Barry J. Lipsky, Toshihide Hokari, Frank A. Musto, Howard L. Morgan, James H. Simons, Marcy Lewis, Shining Sea Limited, Julien David and Morton David (each a “Party”).
AGREEMENT OF SALEAgreement of Sale • January 24th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
THIS AGREEMENT OF SALE (“Agreement”) is made as of November 14, 2005 (the “Execution Date”), between FRANKLIN ELECTRONIC PUBLISHERS, INC., having an address of One Franklin Plaza, Burlington, New Jersey 08016 (“Seller”) and BERK-COHEN ASSOCIATES INVESTMENT CO., LLC, having an address c/o Manhattan Management Company, 2657 East 14th Street, Brooklyn, New York 11235 (“Buyer”).
Annex to Contract of EmploymentAnnex to Contract of Employment • June 15th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
Amendment to the Employment Letter of Frank Musto Dated July 2, 2007Employment Agreement • December 24th, 2008 • Franklin Electronic Publishers Inc • Office machines, nec
WHEREAS, you and Franklin Electronic Publishers Incorporated (the “Company”) have entered into an Employment Letter dated July 2, 2007; and
SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec
This Amendment is made as of December 13, 2005 to that certain Management Agreement made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”), as amended on June 13, 2005 (the “Agreement”). The parties wish to extend the Term of the Agreement on the terms and conditions set forth in this Amendment and therefore agree as follows:
MANAGEMENT AGREEMENTManagement Agreement • August 14th, 2006 • Franklin Electronic Publishers Inc • Office machines, nec • New Jersey
This Agreement is made as of December 13, 2004 by and between Franklin Electronic Publishers, Inc., a Pennsylvania corporation, with principal place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 (“Franklin” or “the Company”) and Centaurus Limited, a Hong Kong company, with principal place of business at 3005 Universal Trade Centre, 3 Arbuthnot Rd. Central, Hong Kong SAR (“Centaurus”).
