ARTICLE I. TERMS.Consulting Agreement • August 13th, 1999 • TBM Holdings Inc • Retail-hobby, toy & game shops • Connecticut
2- 4 Agreement and the irrevocable proxy provided under Section 2 are no longer applicable in accordance with the terms of this Agreement.Voting Agreement • May 15th, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers
ARTICLE II Amendments to the Loan AgreementLoan and Security Agreement • May 24th, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Texas
amongAgreement and Plan of Merger • February 15th, 2000 • TBM Holdings Inc • Retail-hobby, toy & game shops • Delaware
EXECUTION COPY STOCKHOLDERS AGREEMENT AGREEMENT (this "AGREEMENT"), dated as of March 16, 2001, by and among TBM Holdings Inc., a Delaware corporation (the "COMPANY"), J.H. Whitney III, L.P., a Delaware limited partnership ("WHITNEY III"), J. H....Stockholders Agreement • April 2nd, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Florida
Exhibit 2Asset Purchase Agreement • October 26th, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Ontario
EXHIBIT 10.4 EMPLOYMENT AGREEMENT AGREEMENT (this "Agreement") made as of the 17th day of June, 1999, between TBM Holdings, Inc., a Florida corporation with its principal offices in Westport, Connecticut (the "Company"), and William Schwartz, an...Employment Agreement • August 13th, 1999 • TBM Holdings Inc • Retail-hobby, toy & game shops • Connecticut
Exhibit 10.6Indemnification Agreement • April 2nd, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Connecticut
LEE ENGINEERING COMPANY, INC. (Company) by LONG REACH HOLDINGS, INC. (Buyer) from UNITED DOMINION INDUSTRIES, INC. (Seller) May 16, 2000Stock Purchase Agreement • May 24th, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Delaware
2 3 2.02 In addition to Net Rent, all other amounts which Tenant is or becomes obligated to pay Landlord hereunder shall be deemed additional rent and, unless otherwise provided herein, shall be paid within ten days after demand by Landlord. All...Lease Agreement • March 9th, 2000 • TBM Holdings Inc • Retail-hobby, toy & game shops • Arkansas
ARTICLE II Amendments to the Loan AgreementLoan and Security Agreement • May 15th, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Texas
1 Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER SAID ACT AND...TBM Holdings Inc • March 9th, 2000 • Retail-hobby, toy & game shops
1 EXHIBIT 10.3 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2000 • TBM Holdings Inc • Retail-hobby, toy & game shops • Texas
EXHIBIT 10.5 Specialty Retail Group, Inc. STOCK OPTION AGREEMENT Optionee: Steven E. Glass Address: 1720 Post Road East Westport, Connecticut 06880 Total Number of Shares Subject to Option: 430,000 Exercise Price Per Share: $.05 Date of Grant:...Stock Option Agreement • February 10th, 1997 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Florida
Exhibit 10.2Forbearance Agreement • November 13th, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers
ESCROW AGREEMENTEscrow Agreement • October 4th, 1996 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Florida
As of April 1, 1996Specialty Retail Group Inc • October 4th, 1996 • Retail-hobby, toy & game shops • New York
EXHIBIT 2.2 THIS TRANSFER AGREEMENT made the 10th day of November, 2000. BETWEEN: BLUE GIANT CORPORATION, a corporation incorporated under the laws of the State of Delaware, (hereinafter called the "Transferor")Transfer Agreement • November 21st, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Delaware
Exhibit 10.15Professional Services Agreement • April 2nd, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • New York
WITNESSETH:Asset Purchase Agreement • April 2nd, 2002 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Maine
ARTICLE II Amendments to the Loan AgreementLoan and Security Agreement • August 14th, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Texas
EXHIBIT 10.8 Specialty Retail Group, Inc. STOCK OPTION AGREEMENT Optionee: Steven E. Glass Address: 1360 Ocean Parkway, 12-C Brooklyn, New York 11230 Total Number of Shares Subject to Option: 110,000 Exercise Price Per Share: $.75 Date of Grant: April...Option Agreement • October 4th, 1996 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Florida
RECITALSRegistration Rights Agreement • October 4th, 1996 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Florida
RECITALSStock Purchase Agreement • February 10th, 1997 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Connecticut
1 EXHIBIT 10.5 UNLIMITED GUARANTY THIS UNLIMITED GUARANTY ("Guaranty") is made as of February 23, 2000, by Guarantor (as hereinafter defined) for the benefit of Bank (as hereinafter defined). 1. Definitions. As used in this Guaranty, the following...TBM Holdings Inc • March 9th, 2000 • Retail-hobby, toy & game shops • Texas
R E C I T A L STBM Holdings Inc • April 2nd, 2001 • Industrial trucks, tractors, trailors & stackers • Connecticut
Exhibit 10.16Registration Rights Agreement • April 2nd, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • New York
1 2 rights of the Agent or the Noteholders against any other party or against any collateral security or guaranty held by the Agent or the Noteholders for the payment of the Obligations hereunder as long as this Guaranty remains in effect. The Parent...Guaranty Agreement • March 9th, 2000 • TBM Holdings Inc • Retail-hobby, toy & game shops • Connecticut
RECITALSEmployment Agreement • August 15th, 2000 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Purchase and Reorganization Agreement • June 30th, 1999 • TBM Holdings Inc • Retail-hobby, toy & game shops • Connecticut
EXHIBIT 10.2 WARRANTIES, REPRESENTATIONS, INDEMNITY, AND TRADEMARK/TRADENAME AGREEMENT This AGREEMENT (the "Agreement") is made as of the 1st day of April, 2002, by and between SOUTHWORTH INTERNATIONAL GROUP, INC., a Maine corporation with a principal...Tradename Agreement • April 2nd, 2002 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Maine
EXHIBIT 10.3 AGREEMENT OF SETTLEMENT AND COMPROMISE Agreement of Settlement and Compromise (the "Agreement") dated as of August __, 1996 by and between Peter Sayet ("Sayet"), on the one hand, and ILM Acquisition L.P., M.P. Partners L.P., ILM...Agreement of Settlement and Compromise • October 4th, 1996 • Specialty Retail Group Inc • Retail-hobby, toy & game shops • Florida
January 7, 1997 Mr. Steven E. Glass 1720 Post Road East Westport, Connecticut 06880 Dear Steven: This will confirm the following amendment to your Employment Agreement dated as of April 1, 1996, upon which we have mutually agreed. Section 1 is hereby...Specialty Retail Group Inc • February 10th, 1997 • Retail-hobby, toy & game shops
Exhibit 10.5Morrow Employment Agreement • April 2nd, 2001 • TBM Holdings Inc • Industrial trucks, tractors, trailors & stackers • Ontario
EXHIBIT 10.1 CONSULTING AND MANAGEMENT SERVICES AGREEMENT AGREEMENT entered into as of the 17th day of June, 1999, by and between TBM Holding, Inc., a Florida corporation with its principal office located at 136 Main Street, Westport, Connecticut...Consulting and Management Services Agreement • August 13th, 1999 • TBM Holdings Inc • Retail-hobby, toy & game shops • Connecticut
