Exhibit 10.6 ------------- REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 28, 2005 by and between VALENTEC SYSTEMS, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Registration Rights Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
CONSULTING AGREEMENT AGREEMENT, dated as of January 1, 1999, by and between Acorn Holding Corp., a Delaware corporation (the "Corporation"), and Paula Berliner (the "Consultant"). R E C I T A L S : A. WHEREAS, the Corporation and Consultant entered...Consulting Agreement • March 30th, 2001 • Acorn Holding Corp • Delaware
EXHIBIT 10.8 ----------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "AGREEMENT") is made and entered into as of April 28, 2005 by VALENTEC SYSTEMS, INC., a Delaware corporation (the "COMPANY"); CORNELL CAPITAL PARTNERS, LP, a...Escrow Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
Exhibit 10.4 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of April 28, 2005, by and between VALENTEC SYSTEMS, INC., (the "COMPANY"), and MONTGOMERY EQUITY PARTNERS, LTD. (the...Security Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- KNOW ALL MEN BY THESE PRESENTS: THAT VALENTEC SYSTEMS, INC., a Delaware corporation (the "SELLER"), as of June 6, 2005, for and in consideration for the assumption by...Assignment and Assumption Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices
THAT VALENTEC SYSTEMS, INC., a Delaware corporation (the "SELLER"), as of June 6, 2005, for and in consideration for the assumption by ACORN HOLDING CORP. (the "BUYER") of all rights and obligations of the Seller pursuant to that certain Promissory Note (the "NOTE") and related documents, instruments and agreements therewith all dated April 28, 2005 by and between the Seller and MONTGOMERY EQUITY PARTNERS, LTD. ("MONTGOMERY"), and the Standby Equity Distribution Agreement (the "SEDA") and related documents, instruments and agreements therewith all dated as of April 28, 2005, by and between Seller and CORNELL CAPITAL PARTNERS, LP ("CORNELL"), a Delaware limited partnership (both Montgomery and Cornell shall be referred to individually as an "INVESTOR" and collectively as the "INVESTORS"), and all agreements executed or delivered in connection therewith and dated April 28, 2005 (collectively, the "ASSIGNED AGREEMENTS"), and other good and valuable consideration, the receipt and sufficien
WARRANT TO PURCHASE COMMON STOCK OF ACORN HOLDING CORP.Warrant Agreement • August 24th, 2005 • Acorn Holding Corp • Semiconductors & related devices • Delaware
EXHIBIT 10.7 ------------ VALENTEC SYSTEMS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
1. THIS CONTRACT IS A RATED ORDER RATING DOA6 PAGE 1 OF 40 AWARD/CONTRACT UNDER DPAS (15 CFR 700) ------------------------------------------------------------- ---------------------------------------------------------- 2. CONTRACT (PROC. INST. IDENT)...Contract • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices
EXHIBIT 10.2 STANDBY EQUITY DISTRIBUTION AGREEMENT ------------------------------------- THIS AGREEMENT dated as of the 28th day of April 2005 (the "AGREEMENT") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "INVESTOR"), and...Standby Equity Distribution Agreement • June 10th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New Jersey
PROFESSIONAL SERVICES, INDEPENDENT CONTRACTOR AGREEMENT BETWEEN VALENTEC SYSTEMS, INC. SOLTAM SYSTEMS, INC.Professional Services • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices • Louisiana
EXHIBIT 10.17 EMPLOYMENT AGREEMENT This Employment Agreement for an Executive (the "Agreement") is made and effective this 1 July, 2003. BETWEEN: STEPHEN J. SHOWS, (the Executive") an individual with his main address at: 2618 York Avenue, Minden, LA...Employment Agreement • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices • Louisiana
SETTLEMENT AND RELEASE AGREEMENT THIS AGREEMENT is entered into between MICHAEL A. MASON, Chapter 7 bankruptcy trustee ("Trustee") for ServiceMax Tire and Auto Centers of Michigan, Inc., a Michigan corporation which is debtor ("Debtor") under Chapter...Settlement Agreement • August 14th, 2000 • Acorn Holding Corp
WARRANT TO PURCHASE COMMON STOCK OF ACORN HOLDING CORP.Warrant Agreement • August 24th, 2005 • Acorn Holding Corp • Semiconductors & related devices • Delaware
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE 1 OF 5 Firm-Fixed Price --------------------------------------------------------- -------------------------------------------------------------------------Amendment of Solicitation/Modification of Contract • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices
EXHIBIT 10.15 FACILITY USE AGREEMENT THIS FACILITY USE AGREEMENT (hereinafter "Agreement") is entered into this 1st day of January 2005, between Louisiana Military Department (hereinafter "Lessor"), whose principal place of business is 100 Louisiana...Facility Use Agreement • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices
VALENTEC SYSTEMS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 13th, 2007 • Valentec Systems, Inc • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS INDEMNIFICATION AGREEMENT is entered into, effective as of __________, 2007 by and between Valentec Systems, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
EXHIBIT 99.2 MASTER FACTORING AGREEMENT THIS MASTER FACTORING AGREEMENT (as amended by Addendum No. 1 hereto, this 'AGREEMENT') is made and entered into as of the 1st day of September, 2005, by and among ACORN HOLDING CORP. and VALENTEC SYSTEMS, INC.,...Master Factoring Agreement • September 8th, 2005 • Acorn Holding Corp • Semiconductors & related devices • Maryland
EXECUTION VERSION STOCK PURCHASE AND SHARE EXCHANGE AGREEMENT by and among ACORN HOLDING CORP. a Delaware CorporationStock Purchase and Share Exchange Agreement • May 27th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New York
BETWEENProduction and Supply Agreement • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New York
PROMISSORY NOTEPromissory Note • May 17th, 2007 • Valentec Systems, Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
WHEREAS, Robert Zummo, (the “Lender”) has previously guaranteed certain loan (the “Loan”) granted to Valentec Systems Inc., a Delaware corporation (the “Borrower”) by Bank One (the “Bank”).
PROMISSORY NOTEPromissory Note • May 17th, 2007 • Valentec Systems, Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
WHEREAS, Mikal Ltd., (the “Lender”) has previously guaranteed certain loan (the “Loan”) granted to Valentec Systems Inc., a Delaware corporation (the “Borrower”) by Bank One (the “Bank”).
ADDENDUM NO. 2 TO MASTER FACTORING AGREEMENTMaster Factoring Agreement • August 14th, 2006 • Valentec Systems, Inc • Ordnance & accessories, (no vehicles/guided missiles)
THIS ADDENDUM NO. 2 TO MASTER FACTORING AGREEMENT (this “Addendum”) is made and entered into effective as of the 17th day of July, 2006 (the “Effective Date”), by and among VALENTEC SYSTEMS, INC. F/K/A ACORN HOLDING CORP. and VALENTEC OPERATING CORP. F/K/A VALENTEC SYSTEMS, INC., its wholly owned subsidiary, each a Delaware corporation, jointly and severally (collectively referred to throughout this Addendum as “you”), and ROCKLAND CREDIT FINANCE LLC, a Maryland limited liability company (referred to throughout this Addendum as “we” or “us”).
EXHIBIT 2.2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated May 30, 1997, by and among MORGAN TIRE & AUTO, INC., a Florida corporation (the "Purchaser"), AUTOMOTIVE INDUSTRIES, INC., a Delaware corporation (the "Seller'), and ACORN VENTURE CAPITAL...Assumption Agreement • June 9th, 1997 • Acorn Venture Capital Corp • Florida
BETWEENProduction, Assembly and Supply Agreement • December 14th, 2005 • Acorn Holding Corp • Semiconductors & related devices • New York
ARTICLE IAsset Purchase Agreement • June 9th, 1997 • Acorn Venture Capital Corp • Florida
EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE AGREEMENTEmployment Agreement • April 17th, 2006 • Valentec Systems, Inc • Ordnance & accessories, (no vehicles/guided missiles) • Louisiana
THIS EMPLOYMENT, CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE AGREEMENT (the “Agreement”) effective January 01, 2006 is made and entered into by and between Valentec Systems, Inc., a Delaware corporation (the “Company”), and Robert Zummo (the “Executive”).
