Craftmade International Inc Sample Contracts

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RECITALS
Consulting Agreement • March 7th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
AND
Rights Agreement • July 9th, 1999 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware
1 EXHIBIT 10.4 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Guaranty Agreement • February 8th, 1996 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
EXHIBIT 10.26 [FROST NATIONAL BANK LOGO] LOAN AGREEMENT
Loan Agreement • February 14th, 2002 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
I. RECITALS:
Loan Agreement • May 11th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
RECITALS
Employment Agreement • March 7th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CRAFTMADE INTERNATIONAL, INC. BILL TEIBER CO., INC. TEIBER LIGHTING PRODUCTS, INC. TODD TEIBER AND EDWARD OBERSTEIN MARCH 1, 2005 TABLE OF CONTENTS
Escrow Agreement • March 7th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware

AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger ("Agreement") is made as of March 1, 2005, by and among Craftmade International, Inc., a Delaware corporation ("Buyer"), Teiber Lighting Products, Inc., a Delaware corporation ("Subsidiary"), Bill Teiber Co., Inc., a Texas corporation (the "Company"), Todd Teiber ("Teiber") and Edward Oberstein ("Oberstein") (Teiber and Oberstein are collectively referred to herein as the "Sellers"). RECITALS WHEREAS, the Sellers are the record and beneficial owners of all of the issued and outstanding shares of capital stock of the Company; and WHEREAS, Buyer wishes to acquire all of the outstanding capital stock of the Company for common stock of Buyer through a merger of the Company with and into the Subsidiary. NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements set forth and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, the parties agree

RECITALS
Employment Agreement • September 26th, 2000 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
1 EXHIBIT 10.5 GREATER DALLAS ASSOCIATION OF REALTORS(R), INC. COMMERCIAL LEASE AGREEMENT TABLE OF CONTENTS
Lease Agreement • February 8th, 1996 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
RECITALS
Agreement for the Purchase and Sale • March 7th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware
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RECITALS:
Renewal and Extension Agreement • May 11th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
AMENDED AND RESTATED LOAN AGREEMENT Between
Loan Agreement • November 9th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Loan Agreement”) will serve to set forth the terms of the financing transactions by and between CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (“Borrower”), and THE FROST NATIONAL BANK, a national banking association (“Lender”). Borrower and Lender entered into a Loan Agreement, dated November 6, 2001, as amended by a First Amendment to Loan Agreement, dated effective as of August 13, 2003, as modified by a Modification, Renewal and Extension Agreement, entered into October 27, 2003, as further amended by a Second Amendment to Loan Agreement, dated June 14, 2004, as further amended by a Third Amendment to Loan Agreement, dated February 25, 2005, and as further amended by a Modification, Renewal and Extension Agreement, dated effective as of May 31, 2005. Lender has agreed to modify, renew and extend the Borrowing Base Line of Credit (hereinafter defined), the terms and conditions which are set forth in this Loan Agreement.

GENERAL RELEASE AND SEVERANCE AGREEMENT ("AGREEMENT")
General Release and Severance Agreement • November 24th, 2004 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets
MODIFICATION, RENEWAL AND EXTENSION AGREEMENT
Modification, Renewal and Extension Agreement • November 9th, 2005 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas

THIS MODIFICATION, RENEWAL AND EXTENSION AGREEMENT (“Agreement”) is entered into effective as of the 31st day of October, 2005, by and between THE FROST NATIONAL BANK, a national banking association (“Lender”), and CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (“Borrower”).

FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 15th, 2010 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas

This Change in Control Agreement (this “Agreement”) is dated as of (the “Effective Date”) and is entered into by and between (“Executive”) and Craftmade International, Inc., a Delaware corporation (the “Company,” which term includes, following a Change in Control, any successor in interest to the Company). As an inducement to render services and superior performance to the Company, Executive and the Company agree as follows:

AGREEMENT FOR THE PURCHASE AND SALE OF PERSONAL GOODWILL
Agreement for the Purchase and Sale of Personal Goodwill • September 18th, 2006 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware

This AGREEMENT FOR THE PURCHASE AND SALE OF PERSONAL GOODWILL (this “Agreement”) is entered into as of the 15th day of September, 2006 (the “Signing Date”), to be effective as of July 1, 2006 (the “Effective Date”), between Trade Source International, Inc., a Delaware corporation (“Purchaser”) and Robert W. Lackey (“Seller”).

STOCK APPRECIATION RIGHTS AGREEMENT CRAFTMADE INTERNATIONAL, INC. 2006 LONG- TERM INCENTIVE PLAN
Stock Appreciation Rights Agreement • December 4th, 2006 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware
DIRECTOR’S INDEMNIFICATION AGREEMENT
Director’s Indemnification Agreement • January 27th, 2010 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware

This Director’s Indemnification Agreement (“Agreement”) is made as of July _____, 2007 (the “Effective Date”) between Craftmade International, Inc., a Delaware corporation (the “Company”), and , an individual residing in the State of who serves as a Director of the Company (“Indemnitee”).

WAIVER TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 17th, 2009 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas

THIS WAIVER TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Waiver”), dated as of February 13, 2009, is entered into among CRAFTMADE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), THE FROST NATIONAL BANK, as Administrative Agent, and the lenders listed on the signature pages hereto (the “Lenders”).

DEED OF TRUST, MORTGAGE AND SECURITY AGREEMENT
Mortgage and Security Agreement • November 20th, 2007 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas

This Deed of Trust, Mortgage and Security Agreement (“Deed of Trust”) is made to be effective as of the 14th day of November, 2007, by CM REAL ESTATE, LLC, a Texas limited liability company, having an office and usual place of business at 650 S. Royal Lane, Coppell, Texas 75019 (the “Borrower”), to Patrick M. Arnold, as Trustee (the “Trustee”), whose address is 8080 North Central Expressway, Suite 1380, Dallas, Texas 75206, for the benefit of Allianz Life Insurance Company of North America, whose address is c/o Allianz of America, Inc., Attention: Real Estate Department, 55 Greens Farms Road, P.O. Box 5160, Westport, Connecticut 06881-5160 (the “Lender”).

by and between MEPC QUORUM PROPERTIES II INC. (SELLER) and CRAFTMADE INTERNATIONAL, INC. (PURCHASER) 2 EARNEST MONEY CONTRACT AND DESIGN/BUILD AGREEMENT
Earnest Money Contract and Design/Build Agreement • February 8th, 1996 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Texas
PARTIALLY SUBORDINATE SECURITY AGREEMENT
Partially Subordinate Security Agreement • September 18th, 2006 • Craftmade International Inc • Wholesale-electrical appliances, tv & radio sets • Delaware

THIS PARTIALLY SUBORDINATE SECURITY AGREEMENT, dated as of September 15, 2006 (as amended, supplemented or modified from time to time, this “Agreement”), is made by Trade Source International, Inc., a Delaware corporation (“TSI”), MARKETING IMPRESSIONS, INC., a Georgia corporation (“MI”), Prime/Home Impressions, LLC, a North Carolina limited liability company (“PHI” and together with MI and TSI, the “Pledgors”), in favor of Robert W. Lackey (“Lackey”), as collateral agent (in such capacity, the “Agent”) for Lackey, Robert W. Lackey, Jr., Imagine One Resources, LLC, RWL Corporation and R.L. Products Corporation (together with Lackey, Robert W. Lackey, Jr., Imagine One Resources, LLC and RWL Corporation, the “Secured Parties”), for the benefit of the Secured Parties. Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings given to them in the Stock Purchase Agreement referred to below.

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