CORPORATE MEZZANINE II, L.P. SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT OCTOBER 22, 2001 TABLE OF CONTENTSPurchase Agreement • November 14th, 2001 • Brandpartners Group Inc • Services-management consulting services • New York
BY AND AMONGAgreement and Plan of Merger • February 24th, 2000 • Financial Performance Corp • Services-management consulting services • New York
2 3 8.2 No Conflicts; Consents of Third Parties. The execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Company with any of the provisions hereof does not (i)...Stock Option Agreement • March 29th, 2000 • Financial Performance Corp • Services-management consulting services • New York
February 12, 2003 Willey Brothers, Inc. 10 Main Street Rochester, NH 03839 BrandPartners Group, Inc. 777 Third Avenue, 30th Floor New York, NY 10017 RE: Fifth Amendment --------------- Dear Sirs; Reference is made to that certain Fifth Amendment dated...Letter Agreement • March 31st, 2003 • Brandpartners Group Inc • Services-management consulting services • New York
Reference is made to that certain Fifth Amendment dated as of December 20, 2002 (the "Fifth Amendment"), by and among Willey Brothers, Inc. ("Borrower") and BrandPartners Group, Inc. ("Guarantor") (Borrower and Guarantors are at times referred to herein as "Obligors") and Fleet Capital Corporation ("Lender"). Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Fifth Amendment.
1 EXHIBIT 10.14 FIRST AMENDMENT TO RESTATED AND AMENDED SHAREHOLDERS AGREEMENT First Amendment made as of November 16, 1999, by and among Michaelson Kelbick Partners, Inc., (originally known as FPC Consulting Corp.), with offices at 335 Madison...Shareholders Agreement • November 30th, 1999 • Financial Performance Corp • Services-management consulting services
FORM OF WARRANT AGREEMENTWarrant Agreement • April 18th, 2002 • Brandpartners Group Inc • Services-management consulting services • New York
2- 3 enforceability of any party's material obligations under this Agreement or any of the other transaction documents contemplated hereby.Stock Purchase Agreement • January 31st, 2001 • Financial Performance Corp • Services-management consulting services • New York
FORM -Subscription Agreement • December 30th, 1996 • Financial Performance Corp • Services-management consulting services • New York
Exhibit 10.7 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement"), made as of the 13th day of January, 2003 by and among BrandPartners Group, Inc. (formerly, Financial Performance Corporation), a Delaware corporation having an address at...Termination Agreement • November 14th, 2003 • Brandpartners Group Inc • Services-management consulting services • New York
Exhibit 10.4 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE...Brandpartners Group Inc • November 14th, 2003 • Services-management consulting services • New York
3 4 expenses or any other costs or out-of-pocket expenses in connection with (i) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan...Loan and Security Agreement • January 31st, 2001 • Financial Performance Corp • Services-management consulting services • New York
1 EXHIBIT 10.85Financial Performance Corp • March 4th, 1999 • Services-management consulting services
Exhibit 4.1(b) CONSULTING AGREEMENT AGREEMENT, effective as of the ______ day of October, 2003, between BRANDPARTNERS GROUP, INC., a Delaware Corporation (the "Company"), located at 777 Third Avenue, New York, New York 10017, and PETER BENZ...Consulting Agreement • April 9th, 2004 • Brandpartners Group Inc • Services-management consulting services • New York
AGREEMENTAgreement • February 5th, 2004 • Brandpartners Group Inc • Services-management consulting services • New Hampshire
THOMAS P. WILLEY /s/ Thomas P. Willey ------------------------------------------- JAMES M. WILLEY /s/ James M. Willey ------------------------------------------- THE THOMAS P. WILLEY REVOCABLE TRUST OF 1998 By: /s/ Thomas P. Willey...Amendment Agreement • August 26th, 2003 • Brandpartners Group Inc • Services-management consulting services
RECITALSAgreement • January 31st, 2001 • Financial Performance Corp • Services-management consulting services • New York
Exhibit 4.1(d) STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of October 8, 2003 , between BrandPartners Group, Inc., a Delaware corporation (the "Company"), having an address at 60 East 42nd Street, Suite 1241, New York,...Stock Option Agreement • April 9th, 2004 • Brandpartners Group Inc • Services-management consulting services • New York
Exhibit 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement"), is entered into as of August 1, 2001, by and between FINANCIAL PERFORMANCE GROUP, a New York corporation ("FPCX"), and BrandPartners Group, Inc., a...Agreement and Plan of Merger • November 14th, 2001 • Brandpartners Group Inc • Services-management consulting services • Delaware
DATED AS OFRegistration Rights Agreement • November 30th, 1999 • Financial Performance Corp • Services-management consulting services • New York
WARRANT ISSUANCE DATE WARRANTS TO BE ISSUED* --------------------------------------- ---------------------- --------------------------------------- ---------------------- February 7, 2005 50,000 ---------------------------------------...Modification Agreement • February 1st, 2005 • Brandpartners Group Inc • Services-management consulting services • New York
1 EXHIBIT 10.86Warrant Agreement • March 4th, 1999 • Financial Performance Corp • Services-management consulting services • New York
3 4 assets or financial condition of Debtor, nor is Debtor a party to any contract, lease, agreement or instrument which has or may adversely affect Debtor's ability to perform its obligations to Secured Party;Security Agreement • March 29th, 2000 • Financial Performance Corp • Services-management consulting services • New York
EXHIBIT 10.8 AMENDMENT TO OPTION AGREEMENT Agreement made as of November 15, 2001, by and among Jeffrey S. Silverman (the "Optionholder") and Robert S. Trump (the "Shareholder"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Optionholder and...Option Agreement • May 15th, 2002 • Brandpartners Group Inc • Services-management consulting services
Exhibit 4.3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of July 3, 2001 between Financial Performance Corporation, a New York corporation (the "Company"), having an address at 777 Third Avenue, New York, New York 10017...Stock Option Agreement • July 11th, 2002 • Brandpartners Group Inc • Services-management consulting services • New York
RECITALSBrandpartners Group Inc • November 14th, 2003 • Services-management consulting services • New York
Exhibit 10.5 BRANDPARTNERS GROUP, INC. EMPLOYEE STOCK OPTION AGREEMENT OPTION AGREEMENT, made as of October 2, 2003, between BrandPartners Group, Inc., a Delaware Corporation (hereinafter referred to as the "Company") and James F. Brooks, an employee...Employee Stock Option Agreement • November 14th, 2003 • Brandpartners Group Inc • Services-management consulting services
1 EXHIBIT 10.2 STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • November 30th, 1999 • Financial Performance Corp • Services-management consulting services • New York
EXECUTION COPY AGREEMENTExecution • November 14th, 2003 • Brandpartners Group Inc • Services-management consulting services • New Hampshire
Exhibit 10.3 EMPLOYMENT AGREEMENT AGREEMENT made as of the 13th day of August 2004 by and between BRANDPARTNERS GROUP, INC., having a place of business at 10 Main Street, Rochester, NH 03839 (hereinafter referred to as "EMPLOYER") and JAMES BROOKS,...Employment Agreement • August 16th, 2004 • Brandpartners Group Inc • Services-management consulting services • New York
Exhibit 10.1 SECOND AMENDMENT AGREEMENT SECOND AMENDMENT AGREEMENT, dated September 15, 2003, by and among BRANDPARTNERS GROUP, INC., a Delaware corporation with a principal place of business at 777 Third Avenue, 30th Floor, New York, New York...Second Amendment Agreement • November 14th, 2003 • Brandpartners Group Inc • Services-management consulting services
RECITALSBrandpartners Group Inc • March 31st, 2003 • Services-management consulting services • New York
EXHIBIT 10.1 STOCK REDEMPTION AGREEMENT This STOCK REDEMPTION AGREEMENT (this "Agreement") is made and entered into as of this 31st day of October, 2002, by and between: (i) BrandPartners Group, Inc., a Delaware corporation (the "Seller"), and (ii)...Stock Redemption Agreement • November 14th, 2002 • Brandpartners Group Inc • Services-management consulting services • Delaware
RECITALSBrandpartners Group Inc • February 5th, 2004 • Services-management consulting services • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2002 • Brandpartners Group Inc • Services-management consulting services • New York
EXHIBIT 10.2 PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (this "Agreement") is made and entered into and is effective for all purposes and in all respects as of the 31st day of October, 2002, by and between (i) iMapData.com, Inc., a...Pledge and Escrow Agreement • November 14th, 2002 • Brandpartners Group Inc • Services-management consulting services • Delaware
