amongCredit Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
EXHIBIT 10.22 AMENDED STOCK PURCHASE AGREEMENT THIS AMENDED STOCK PURCHASE AGREEMENT (the "Agreement") entered into as of this 23rd day of December, 1998, by and among TOP SOURCE TECHNOLOGIES, INC. (the "Company"), G. Jeff Mennen, Co- Trustee U/A...Stock Purchase Agreement • January 13th, 1999 • Top Source Technologies Inc • Plastics products, nec • Delaware
EXHIBIT 10.25 Loan and Security Agreement This Loan and Security Agreement (as it may be amended, this "Agreement") is entered into on July 1, 1997 between NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS NATIONSCREDIT COMMERCIAL FUNDING DIVISION...Loan and Security Agreement • August 14th, 1997 • Top Source Technologies Inc • Plastics products, nec • New York
EXHIBIT 10.21 AMENDMENT TO NOTE PURCHASE AGREEMENT THIS AMENDMENT (the "Amendment") to the Note Purchase Agreement dated as of June 9, 1995 entered into as of this ____ day of November 1998, by and among Top Source Technologies, Inc. (the "Company"),...Note Purchase Agreement • January 13th, 1999 • Top Source Technologies Inc • Plastics products, nec • Florida
EXHIBIT 4Non-Qualified Stock Option Agreement • January 13th, 1998 • Top Source Technologies Inc • Plastics products, nec
Exhibit 2.1 ASSET PURCHASE AGREEMENT dated September 30, 1999 BY AND AMONG TOP SOURCE AUTOMOTIVE, INC. TOP SOURCE TECHNOLOGIES, INC.Asset Purchase Agreement • October 15th, 1999 • Top Source Technologies Inc • Plastics products, nec • Indiana
ASSET PURCHASE AGREEMENT By and Among TOP SOURCE TECHNOLOGIES, INC., TOP SOURCE AUTOMOTIVE, INC., NCT AUDIO PRODUCTS, INC.Asset Purchase Agreement • August 19th, 1998 • Top Source Technologies Inc • Plastics products, nec • Delaware
RECITALS:Loan Agreement • January 16th, 1996 • Top Source Technologies Inc • Plastics products, nec
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made and entered into effective as of August 30, 2000 by and between the Wilmington Trust Company and George Jeff Mennen, co-trustees u/a dated November 25, 1970 with, George S. Mennen...Security Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Delaware
EXHIBIT 10.28 INDEMNIFICATION AGREEMENT ------------------------- THIS EMPLOYMENT AGREEMENT entered into as of July 14, 1997, between Top Source Technologies, Inc. and its subsidiaries (collectively the "Company") and Christer Rosen (the "Executive")....Indemnification Agreement • January 13th, 1998 • Top Source Technologies Inc • Plastics products, nec • Florida
EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 10th day of April, 2000, regardless of the date signed, by and between Global Technovations, Inc. ("GTI"), a Delaware corporation (the "Company"), and William Willis, Jr. (the "Executive"). W I T N...Employment Agreement • May 22nd, 2000 • Global Technovations Inc • Plastics products, nec • Florida
GUARANTY GUARANTY, dated as of August 31, 2000 by GLOBAL TECHNOVATIONS, INC., a Delaware corporation, with its principal place of business located at 7108 Fairway Drive, Suite 200, Palm Beach County, Florida (the "Guarantor"), in favor of GMAC...Guaranty • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
SECURITY AGREEMENT (ONKYO AMERICA SPECIALTY PRODUCTS, INC.) THIS SECURITY AGREEMENT (this "Agreement") dated as of August 31, 2000, is between ONKYO AMERICA SPECIALTY PRODUCTS, INC., a Michigan corporation (the "Company"), and GMAC BUSINESS CREDIT,...Security Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") dated as of August 31, 2000 is made by GLOBAL TECHNOVATIONS, INC., a Delaware corporation (the "Pledgor") in favor of GMAC BUSINESS CREDIT, LLC, a Delaware limited liability company, in its...Pledge Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
SHARE PURCHASE AGREEMENT By and Among ONKYO EUROPE ELECTRONICS GMBH ONKYO MALAYSIA SDN. BHD. ONKYO CORPORATIONShare Purchase Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Indiana
Witnesses: /s/ Robert Book By:/s/ David Natan (SEAL) David Natan /s/ Andrew Dietz Official Title: Chief Financial Officer (As to Lessee) This Lease, including payment of Base Rent and all other sums due herein, together with Standard Lease Provisions...Lease Agreement • January 16th, 1996 • Top Source Technologies Inc • Plastics products, nec • Florida
VIA FACSIMILE NUMBER (203) 348-4106 March 30, 1999 Mr. Michael J. Parrella President NCT Audio Products, Inc. One Dock Street, Suite 100 Stamford, CT 06902 RE: Top Source Technologies, Inc./NCT Audio Products, Inc. Dear Mr. Parrella: Extension Terms...Extension Agreement • May 21st, 1999 • Top Source Technologies Inc • Plastics products, nec
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made and entered into effective as of August __, 2000 by and between Wilmington Trust Company and George Jeff Mennen, Co-Trustees u/a dated November 25, 1970 with George S. Mennen FBO...Security Agreement • August 21st, 2000 • Global Technovations Inc • Plastics products, nec • Delaware
EXHIBIT 10.27 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 21st day of May, 1997, by and between Top Source Technologies, Inc., a Delaware corporation (the "Company"), and William Willis, Jr. (the "Executive"). W I T N E S S E T H T H A T...Employment Agreement • October 27th, 1998 • Top Source Technologies Inc • Plastics products, nec • New York
EXHIBIT 99.6 [PG NUMBER] MORTGAGE AND SECURITY AGREEMENT This Mortgage and Security Agreement ("Mortgage") made as of August 31, 2000 between ONKYO AMERICA, INC., an Indiana corporation, having its principal office at 3030 Barker Drive, Columbus,...Mortgage and Security Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
Confidential DISTRIBUTION AGREEMENT This Distribution Agreement (the "Agreement") is made as of November 22, 1999, by and among Jack R. Creel ("Creel") and BioTek Environmental Services, Inc. ("BioTek"), a Texas corporation, whose principal place of...Distribution Agreement • December 29th, 1999 • Global Technovations Inc • Plastics products, nec • Florida
MASTER PURCHASE AGREEMENT THIS MASTER PURCHASE AGREEMENT ("Agreement") is made effective as of December 28, 1995 by and between THERMO JARRELL ASH CORPORATION, a Massachusetts corporation whose address is 27 Forge Parkway, Franklin, Massachusetts...Master Purchase Agreement • January 16th, 1996 • Top Source Technologies Inc • Plastics products, nec • Massachusetts
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement") dated as of August 31, 2000 is entered into by ONKYO AMERICA, INC., an Indiana corporation, (the "Company") and successor by merger to Onkyo Acquisition Corporation, an Indiana corporation (the...Pledge Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
THE INDEBTEDNESS, OBLIGATIONS AND OTHER LIABILITIES DESCRIBED HEREIN AND THE LIENS AND SECURITY INTERESTS GRANTED HEREBY ARE SUBORDINATE AND JUNIOR TO THE INDEBTEDNESS, OBLIGATIONS AND OTHER LIABILITIES OF, AND THE LIENS AND SECURITY INTERESTS GRANTED...Subordinated Loan and Security Agreement • September 14th, 2000 • Global Technovations Inc • Plastics products, nec • Illinois
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 5th, 1995 • Top Source Technologies Inc • Plastics products, nec
Second Amendment, dated as of October 22, 1995, to the Rights Agreement, dated as of December 13, 1994 and amended by the First Amendment, dated as of May 23, 1995 (the "Rights Agreement"), between Top Source Technologies, Inc., a Delaware corporation (the "Company"), and Bank of New York, a New York Trust Company (the "Rights Agent").
EXHIBIT 99.4 Portions of this Exhibit have been omitted and confidentially and separately filed with the Securities and Exchange Commission with a Request for Confidential Treatment The omitted portions are marked by opened and closed brackets as...Distribution Agreement • September 3rd, 1999 • Top Source Technologies Inc • Plastics products, nec • Michigan
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual or facsimile signature. TOP...Employment Agreement • January 13th, 1998 • Top Source Technologies Inc • Plastics products, nec
EXHIBIT 10.17 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR...Warrant Agreement • January 16th, 2001 • Global Technovations Inc • Plastics products, nec • Delaware
Exhibit 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") entered into as of this 10th day of May, 2001, by and between Global Technovations, Inc. (the "Company") and Wilmington Trust Co. and George Jeff Mennen, Co-Trustees...Stock Purchase Agreement • May 21st, 2001 • Global Technovations Inc • Plastics products, nec • Delaware
RECITALSInventory Purchase Agreement • May 21st, 2001 • Global Technovations Inc • Plastics products, nec • Illinois
Lease AgreementLease Agreement • August 20th, 2001 • Global Technovations Inc • Plastics products, nec • California
THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION...Warrant Agreement • March 9th, 2000 • Global Technovations Inc • Plastics products, nec • Delaware
EXHIBIT 4.5 Amendment to Asset Purchase Agreement October 7, 1998 VIA FACSIMILE - (203) 348-4106 Michael J. Parrella President NCT Audio Products, Inc. One Dock Street Suite 300 Stamford, CT 06902 RE: NCT Audio / Top Source Automotive Transaction Dear...Asset Purchase Agreement • November 5th, 1998 • Top Source Technologies Inc • Plastics products, nec
This letter agreement amends the Asset Purchase Agreement (the "Agreement") entered into as of August 14, 1998 by and among Top Source Technologies, Inc. (the "Company"), Top Source Automotive, Inc. ("TSA"), NCT Audio Products, Inc. (the "Buyer") and Noise Cancellation Technology, Inc. (the "Guarantor") by (i) requiring the Buyer to pay all $10,000,000 in cash and thereby eliminating the note; (ii) eliminating the Guarantor's guarantee of the Earn-Out, as defined in the Agreement, and thereby deleting the Guarantor as a party to the Agreement; and (iii) eliminating the option or other right to receive payment of the Earn-Out in Common Stock of the Buyer. In all other respects, the Agreement is ratified and confirmed.
AgreementEmployment Agreement • August 19th, 1998 • Top Source Technologies Inc • Plastics products, nec • Delaware
EXHIBIT 10.18 November 13, 1998 Excalibur Limited Partnership c/o William S. Hechter, Esq. Barrister & Solicitor 75 Lowther Avenue Toronto, Ontario M5R 1C9 CANADA Gundyco in Trust for RRSP RRSP 5500-98866-1-9 c/o William S. Hechter, Esq. Barrister &...Convertible Preferred Stock Agreement • January 13th, 1999 • Top Source Technologies Inc • Plastics products, nec
