EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 1, 2004, by and among Insignia Systems, Inc., a Minnesota corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • December 2nd, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
ESCROW AGREEMENTEscrow Agreement • December 2nd, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 18, 2002, by and among Insignia Systems, Inc., a Minnesota corporation (the "COMPANY"), and the investors signatory...Registration Rights Agreement • December 31st, 2002 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • New York
RECITALSFinancing Agreement • March 26th, 2001 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • Minnesota
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 31st, 2002 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.2 AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENT AGREEMENT made as of this 31st day of March, 2003 by and between Insignia Systems, Inc., a Minnesota corporation (the "Company"), and Gary L. Vars (the "Executive"). WHEREAS, the Company, as a...Change in Control Severance Agreement • May 12th, 2003 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • Minnesota
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 2nd, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • New York
ARTICLE 1. BASIC LEASE TERMSLease Agreement • March 30th, 1999 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies
EXHIBIT 10.6 STANDARD COMMERCIAL LEASE ARTICLE 1. BASIC LEASE TERMS 1.1 PARTIES. This lease agreement ("Lease") is entered into this 31st day of October, 2002, by and between 321 Corporation, a Minnesota Limited Liability Corporation ("Landlord") and...Commercial Lease • April 7th, 2003 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of ____________, 2004 by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). The parties hereby agree as follows:
RECITALSRoyalty Agreement • December 31st, 2002 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • Minnesota
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G/A being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • December 12th, 2005 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
This Agreement is filed as an exhibit to Schedule 13G/A being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G/A and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
RECITALSAsset Purchase Agreement • December 31st, 2002 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies
Recitals --------Employment Agreement • December 31st, 2002 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • Minnesota
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 6th, 2014 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is made as of this 28th day of April, 2014 by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Tim Halfmann (the “Executive”).
RECITALSFinancing Agreement • March 30th, 1999 • Insignia Systems Inc/Mn • Wholesale-professional & commercial equipment & supplies • Minnesota
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 10th, 2020 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
THIS AGREEMENT, is hereby entered into on December 20, 2019 and is effective as of December 20, 2019 (the “Effective Date”), by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Adam May (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2017 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
THIS AGREEMENT (the “Agreement”) is hereby entered into as of June 30, 2017 (the “Execution Date”) and is effective as of July 17, 2017 (the “Effective Date”), by and between Insignia Systems, Inc. (the “Company”) and Jeffrey Jagerson (“Executive”) (each hereinafter referred to as a “party” and collectively as the “parties”).
COOPERATION AGREEMENTCooperation Agreement • October 13th, 2021 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Cooperation Agreement, dated as of October 11, 2021 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), Nicholas J. Swenson, an individual resident of Minnesota (“Swenson”), Air T, Inc., a Delaware corporation (“Air T”); Groveland Capital LLC, a Delaware limited liability company (“Groveland”); AO Partners I, L.P., a Delaware limited partnership (“AOPI”); AO Partners, LLC, a Delaware limited liability company (“AOP”), and Glenhurst Co., a Minnesota corporation (“Glenhurst”). Swenson, Air T, Groveland, AOPI, AOP, and Glenhurst are collectively referred to herein as the “Shareholder Group” and each individually as a “Member” of the Shareholder Group.
STANDSTILL AGREEMENTStandstill Agreement • December 7th, 2015 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Standstill Agreement, dated as of December 5, 2015 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), Nicholas J. Swenson, an individual resident of Minnesota (“Swenson”), Air T, Inc., a Delaware corporation (“Air T”), Groveland Capital LLC, a Delaware limited liability company (“Groveland Capital”), and Groveland Hedged Credit Fund LLC, a Delaware limited liability company (“Groveland Fund” and, collectively with Swenson, Air T and Groveland Capital, the “Air T Group”), and Sardar Biglari, an individual resident of Texas (“Biglari”), Philip L. Cooley, an individual resident of Texas (“Cooley”), The Lion Fund II, L.P., a Delaware limited partnership (“Lion Fund”), and Biglari Capital Corp., a Texas limited liability company (“BCC” and, collectively with Biglari, Cooley and Lion Fund, the “Biglari Group”).
INSIGNIA SYSTEMS, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 6th, 2017 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
THIS AGREEMENT, made effective as of the Date of Issuance set forth above, by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and the Grantee identified above (“Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2024 • Lendway, Inc. • Services-advertising • Minnesota
This Employment Agreement (“Agreement”) is made effective as of June 11, 2024 (“Effective Date”) by and between Lendway, Inc., a Delaware corporation (the “Corporation”) and Mark R. Jundt, an individual residing in Minnesota (“Employee”) (collectively “Parties” or individually “Party”).
REGISTRATION AND STANDSTILL AGREEMENTRegistration and Standstill Agreement • November 13th, 2017 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Registration and Standstill Agreement, dated as of November 9, 2017 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Sardar Biglari, an individual resident of Texas (“Biglari”), The Lion Fund II, L.P., a Delaware limited partnership (“Lion Fund”), and Biglari Capital Corp., a Texas limited liability company (collectively with Biglari and Lion Fund, the “Biglari Group”).
STANDSTILL AGREEMENTStandstill Agreement • November 10th, 2014 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Standstill Agreement, dated as of November 8, 2014 (this “Agreement”), is entered into by and among Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Nicholas J. Swenson, an individual resident of Minnesota (“Swenson”), Air T, Inc., a Delaware corporation (“Air T”), Groveland Capital LLC, a Delaware limited liability company (“Groveland Capital”), and Groveland Hedged Credit Fund LLC, a Delaware limited liability company (“Groveland Fund”). Swenson, Air T, Groveland Capital, and Groveland Fund are collectively referred to herein as the “Shareholder Group.”
AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 3rd, 2012 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
AGREEMENT made as of May 1, 2012, by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Scott F. Drill (the “Executive”).
VOTING AGREEMENTVoting Agreement • May 25th, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • Minnesota
VOTING AGREEMENT, dated as of May 20, 2004 (the “Agreement”), between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and W. Robert Ramsdell (the “Stockholder”).
AGREEMENTEmployment Agreement • May 16th, 2013 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Agreement (“Agreement”) is made by and between Insignia Systems, Inc. (“Company” or “Insignia”) with headquarters at 8799 Brooklyn Blvd., Minneapolis, Minnesota 55445 and Glen P. Dall (“Employee”).
MATERIAL ON TWO PAGES HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. A COMPLETE COPY OF THE AGREEMENT, INCLUDING THE OMITTED MATERIAL, HAS BEEN FILED SEPARATELY WITH THE COMMISSION. AMENDMENT NO. 2 TO EXCLUSIVE RESELLER AGREEMENT...Exclusive Reseller Agreement • January 3rd, 2008 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
AMENDMENT NO. 2 TO EXCLUSIVE RESELLER AGREEMENT (the “Second Amendment”), dated as of July 2, 2007, by and between Valassis Sales & Marketing Services, Inc. (the “Reseller”) and Insignia Systems, Inc. (the “Company”) (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the same meanings as ascribed to them in the Exclusive Reseller Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • May 25th, 2023 • Insignia Systems Inc/Mn • Services-advertising
THIS SUPPORT AGREEMENT, dated as of May [●], 2023 (this “Agreement”), by and between TIMIBO LLC, a Minnesota limited liability company (“Buyer”), and the individual or entity whose signature appears on the signature page hereto (“Equityholder”). Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • February 26th, 2024 • Lendway, Inc. • Services-advertising
CONFIDENTIAL TREATMENT REQUESTED EXCLUSIVE AGREEMENT FOR SALE AND IMPLEMENTATION OF SPECIFIED SIGNS WITH PRICEExclusive Agreement for Sale and Implementation of Specified Signs With Price • August 9th, 2011 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Exclusive Agreement For Sale and Placement of Specified Signs with Price (this “Agreement”) is entered into effective as of April 15, 2011, by and between Insignia Systems, Inc. (“Insignia”), and News America Marketing In-Store Services L.L.C. (“NAM”) and News America Marketing Properties, LLC (“NAMP”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2020 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
THIS AGREEMENT (the "Agreement") is hereby entered into as of December 20, 2019 (the "Execution Date") and is effective as of December 20, 2019 (the "Effective Date"), by and between Insignia Systems, Inc. (the "Company") and Adam May ("Executive") (each hereinafter referred to as a "party" and collectively as the "parties").
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • September 9th, 2011 • Insignia Systems Inc/Mn • Services-advertising • Minnesota
This Settlement Agreement and Mutual Release (“Agreement”) is dated as of February 9, 2011 between Plaintiff Insignia Systems, Inc. (“Plaintiff”), Scott Drill (“Drill”) and Defendant News America Marketing In-Store L.L.C. (sued in the Action (as defined below) as News America Marketing In-Store, Inc.) (“Defendant”). Plaintiff, Drill and Defendant are collectively referred to herein as “the Parties.”
September 21, 2004Purchase Agreement • September 22nd, 2004 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
Special Situations Fund III, L.P.Special Situations Cayman Fund, L.P.Special Situations Private Equity Fund, L.P.153 East 53rd Street, 55th Floor New York, New York 10022
RESTATED REVOLVING NOTERestated Revolving Note • March 30th, 2005 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries
This Note may be prepaid in whole at any time or from time to time in part in accordance with the terms and provisions of the Financing Agreement, provided that any prepayment in whole of this Note shall include accrued interest thereon. This Note is issued pursuant to, and is subject to, the Financing Agreement, which provides for, among other things, acceleration hereof. This Note is the Note referred to in the Financing Agreement.
