EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 29th, 2005 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
LICENSE AGREEMENTLicense Agreement • October 23rd, 1998 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
EXHIBIT 10.6 CONFIDENTIAL TREATMENT REQUESTED OF ITEMS MARKED [--OMITTED--] DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT entered into as of the 30th day of September, 2005 (the "Effective Date") by and between DEGUSSA WALL SYSTEMS, INC., a...Distribution Agreement • August 12th, 2005 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") entered into as of the 5th day of June, 2000 between JUST-RITE SUPPLY, INC.,a Florida corporation, IMPERIAL INDUSTRIES, INC., a Delaware corporation, A & R SUPPLY OF MISSISSIPPI,...Asset Purchase Agreement • June 23rd, 2000 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 2000 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
ARTICLE IImperial Industries Inc • October 23rd, 1998 • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Amendment #5 As of October 20, 2004 Premix-Marbletite Manufacturing Co., Acrocrete, Inc. and Just-Rite Supply, Re: Amendment #5 (the “Amendment”) to the Consolidating, Amended and Restated Financing Agreement and Security Agreement, dated January 28,...Financing Agreement • November 12th, 2004 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement, dated January 28, 2000 (as the same has been or may hereafter be amended, modified or joined from time to time, the “Loan Agreement”) among Congress Financial Corporation (Florida)(“Lender”) and Premix-Marbletite Manufacturing Co., Acrocrete, Inc. and Just-Rite Supply, Inc. (as co-borrowers, collectively referred to herein as “Borrower” or “Borrowers"). As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
Amendment #8 (the "Amendment") to the Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida)...Financing Agreement • April 1st, 2008 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as the same has been or may hereafter be amended or modified from time to time, the "Loan Agreement") among Lender and Borrowers. As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
Congress Financial Corporation (Florida) 777 Brickell Avenue Miami Florida 33131 P.O. Box 010550 Miami Florida 33101 305 371 6671 Fax 305 371 9456 January 12, 1998 Premix-Marbletite Manufacturing Co. 3009 NW 75th. Avenue Miami, Florida 33122 RE:...Financing Agreement • September 4th, 1998 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • June 11th, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
THIS FORBEARANCE AND AMENDMENT AGREEMENT is made and entered into on June 9, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 31st, 2012 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Stockholder Support Agreement (this “Agreement”) is entered into as of July 30, 2012, by and among Imperial Industries, Inc., a Delaware corporation (the “Company”), Q.E.P. Co., Inc., a Delaware corporation (“Parent”) and __________________ (the “Stockholder”). The Stockholder is executing this Agreement only in his/her capacity as the owner of the Subject Securities.
Amendment #10 (the "Amendment") to the Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida)...Financing Agreement • March 31st, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as the same has been or may hereafter be amended or modified from time to time, the "Loan Agreement") among Lender and Borrowers. As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • October 2nd, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT (the "Third Amendment") is made and entered into as of September 30, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
As of April 22, 2003 Exhibit 10.5 Premix-Marbletite Manufacturing Co., Acrocrete, Inc. and Just-Rite Supply, RE: AMENDMENT #3 (THE "AMENDMENT") TO THE CONSOLIDATING, AMENDED AND RESTATED FINANCING AGREEMENT AND SECURITY AGREEMENT, DATED JANUARY 28,...Financing Agreement and Security Agreement • May 15th, 2003 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
October 19, 1998 Mr. Howard L. Ehler, Jr. Principal Executive Officer Imperial Industries, Inc. 1259 Northwest 21st Street Pompano Beach, FL 33069 Re: Agreement and Plan of Merger by and between Imperial Industries, Inc. and Imperial Merger Corp....Imperial Industries Inc • October 23rd, 1998 • Abrasive, asbestos & misc nonmetallic mineral prods
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • August 12th, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT (the "Amendment") is made and entered into as of August 7, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
Amendment #9 (the "Amendment") to the Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida)...Financing Agreement • March 31st, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as the same has been or may hereafter be amended or modified from time to time, the "Loan Agreement") among Lender and Borrowers. As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
Amendment #7 (the "Amendment") to the Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida), and...Financing Agreement • March 31st, 2006 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as the same has been or may hereafter be amended or modified from time to time, the "Loan Agreement") among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida) ("Lender"), and Premix-Marbletite Manufacturing Co., DFH, Inc. (formerly known as Acro Holdings, Inc., formerly known as Acrocrete, Inc.) and Just-Rite Supply, Inc. (collectively referred to herein as "Borrowers" and individually as a "Borrower"). As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
ASSIGNMENT FOR THE BENEFIT OF CREDITORSAssignment and Schedules • June 11th, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
ASSIGNMENT, made this 8th day of June, 2009, between JUST-RITE SUPPLY, INC., a Florida corporation with its principal place of business located 3790 Park Central Boulevard, North, Pompano Beach, Broward County, Florida 33064, hereinafter “Assignor,” and MICHAEL P. PHELAN, whose address is 6861 S.W. 196th Avenue, Suite 201-204, Ft. Lauderdale, Florida 33332, hereinafter “Assignee.”
Amendment #11 (the "Amendment") to the Loan Agreement (as defined below)Imperial Industries Inc • June 3rd, 2009 • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Security Agreement dated January 28, 2000 (as the same has been or may hereafter be amended or modified from time to time, the "Loan Agreement"), among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida) (together with its successors and assigns, "Lender"), and Premix-Marbletite Manufacturing Co., DFH, Inc. (formerly known as Acro Holdings, Inc., which was formerly known as Acrocrete, Inc.) and Just-Rite Supply, Inc. (individually and collectively referred to herein as "Borrower"). As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
Amendment #6 As of February 23, 2005 Premix-Marbletite Manufacturing Co., Acrocrete, Inc. and Just-Rite Supply, Inc.Imperial Industries Inc • March 31st, 2005 • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
Reference is made to that certain Consolidating, Amended and Restated Financing Agreement and Restated Financing Agreement and Security Agreement, dated January 28, 2000 (as the same has been or may hereafter be amended, modified, or joined from time to time, the “Loan Agreement”) among Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (Florida) (“Lender”), and Premix-Marbletite Manufacturing Co., Acrocrete, Inc. and Just-Rite Supply, Inc. (as co-borrowers, collectively referred to herein as “Borrower” or “Borrowers”). As used herein, all capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
SECURITY AGREEMENTSecurity Agreement • June 20th, 2012 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
WHEREAS, pursuant to that certain Bridge Loan Agreement dated as of the date hereof by and among the Grantors and Lender (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Bridge Loan Agreement”), Lender has agreed to make the Loan to Borrower;
FIFTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • February 1st, 2010 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
THIS FIFTH AMENDMENT TO FORBEARANCE AGREEMENT (the "Fifth Amendment") is made and entered into as of January 29, 2010, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • September 2nd, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "Second Amendment") is made and entered into as of August 28, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • May 13th, 2010 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
THIS TERMINATION AND SETTLEMENT AGREEMENT (the "Agreement") is entered into as of May 11, 2010, between PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"), a national banking association and successor by merger to Wachovia Bank, National Association, as successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below).
FOURTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 1st, 2009 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods
THIS FOURTH AMENDMENT TO FORBEARANCE AGREEMENT (the "Fourth Amendment") is made and entered into as of November 30, 2009, by and among PREMIX-MARBLETITE MANUFACTURING CO. ("Premix"), DFH, INC., formerly known as Acrocrete, Inc. and Acro Holdings, Inc. ("DFH"), and JUST-RITE SUPPLY, INC. ("Just-Rite"), each a Florida corporation (each a "Borrower" and collectively, "Borrowers"); IMPERIAL INDUSTRIES, INC., a Delaware corporation ("Guarantor"); MICHAEL PHELAN, as assignee for the benefit of the creditors of Just-Rite, and not individually ("Assignee"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor to Congress Financial Corporation (Florida) under the Loan Agreement (defined below) ("Lender").
DISTRIBUTION AGREEMENTDistribution Agreement • June 11th, 2008 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
THIS DISTRIBUTION AGREEMENT entered into as of the 30th day of September, 2005 (the “Effective Date”) by and between DEGUSSA WALL SYSTEMS, INC., a Delaware corporation ("Degussa") and JUST-RITE SUPPLY, INC., a Florida corporation (“Just-Rite”). Degussa and Just-Rite may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER Dated as of July 30, 2012 By and Among Q.E.P. CO., INC., ROBERTS HOLDING INTERNATIONAL, INC., and IMPERIAL INDUSTRIES, INC.Agreement and Plan of Merger • July 31st, 2012 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 30, 2012 by and among Q.E.P. CO., INC., a Delaware corporation (“Parent”), ROBERTS HOLDING INTERNATIONAL, INC., a Delaware corporation (“Merger Sub”), and a wholly owned subsidiary of Parent, and IMPERIAL INDUSTRIES, INC., a Delaware corporation (the “Company”).
Consolidating, Amended and Restated Financing Agreement and Security AgreementFinancing Agreement and Security Agreement • March 31st, 2000 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
BRIDGE LOAN AGREEMENTBridge Loan Agreement • June 20th, 2012 • Imperial Industries Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Florida
