Exhibit 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made effective as of the 30th day of June, 2006, between Aventura Holdings, Inc., a Florida corporation ("Seller") and Craig A. Waltzer, an...Assignment and Assumption Agreement • July 10th, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production
REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered --------- into as of May 16, 2006, by and between Aventura Holdings, Inc., a Florida corporation (referred to as...Registration Rights Agreement • May 22nd, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production • Florida
RECITALS: --------- A. Contemporaneously with the delivery of this Agreement, Horvath, Ohio Funding Group, Inc., a Michigan corporation ("Ohio Funding") and Aventura are closing the transactions contemplated by that certain Securities Purchase...Lock-Up Agreement • May 22nd, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production • Florida
Exhibit 10.2 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • May 22nd, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production • Florida
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is executed as of the 16th day of July, 2001, by and between SUN EXPRESS GROUP, INC., a Florida corporation ("Company"), and T. JOSEPH COLEMAN ("Executive"), and is made with respect to...Employment Agreement • July 30th, 2001 • Sun Express Group Inc • Air transportation, scheduled • California
ContractWarrant Agreement • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 27, 2002, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of the 16th day of July, 2001, by and between RADIOTV NETWORK, Inc., a Florida corporation ("RTV"), SUN EXPRESS GROUP, INC., a Florida corporation...Merger Agreement • July 30th, 2001 • Sun Express Group Inc • Air transportation, scheduled • Florida
EXHIBIT 10.2 Replacement Class A Common Stock Purchase Warrant No. 1 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES...Warrant Agreement • October 5th, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2002, by and among Sun Network Group, Inc., a Florida corporation, with its headquarters located at 5670 Wilshire Blvd., Suite 1300, Los Angeles, CA 90036 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • New York
SECURITY AGREEMENT (this “Agreement”), dated as of June 27, 2002, by and among Sun Network Group, Inc., a Florida corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF AVENTURASecurities Purchase Agreement • October 5th, 2006 • Aventura Holdings Inc. • Services-motion picture & video tape production • Florida
AGREEMENT AND PLAN OF MERGER between SUN NETWORK GROUP, INC. and AVENTURA HOLDINGS, INC. Dated October 11, 2005Merger Agreement • October 21st, 2005 • Sun Network Group Inc • Services-motion picture & video tape production • Florida
SUN NETWORK GROUP, INC. 5670 WILSHIRE BLVD., SUITE 1300 LOS ANGELES, CALIFORNIA 90036Securities Purchase Agreement • October 15th, 2003 • Sun Network Group Inc • Services-motion picture & video tape production
ARTICLE VII COVENANTS Due Diligence Investigation by Sun Network. During the period from the date of this Agreement to and including the Closing Date, the Members shall cause Sun Network to be given free access at reasonable times and during normal...LLC Interest Purchase Agreement • June 13th, 2005 • Sun Network Group Inc • Services-motion picture & video tape production • Florida
EXHIBIT 10.8 PARTNERSHIP AGREEMENT OF THE RADIO X NETWORK Partnership Agreement made on this 5th day of September 2002, by and between RadioTV Network, Inc ("RTV"), a Florida corporation, 5670 Wilshire Blvd., Suite 1300, Los Angeles, CA. 90036 and...Partnership Agreement • May 8th, 2003 • Sun Network Group Inc • Services-motion picture & video tape production
Credit Agreement dated as of July 1, 2016, betweenCredit Agreement • July 8th, 2016 • Quadrant 4 System Corp • Communications equipment, nec • Illinois
This Credit Agreement is entered into as of July 1, 2016, by and between QUADRANT 4 SYSTEM CORPORATION, an Illinois corporation (“Borrower”), and BMO HARRIS BANK N.A., a national banking association (“Bank”). All capitalized terms used herein without definition shall have the meanings ascribed thereto in Section 1.1.
ASSET PURCHASE AGREEMENT dated as of November 3, 2016 by and betweenAsset Purchase Agreement • November 10th, 2016 • Quadrant 4 System Corp • Communications equipment, nec • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 3, 2016, by and between Quadrant 4 System Corporation, a Illinois corporation (the “Purchaser”) and Great Parents Academy, LLC, a Georgia limited liability company (the “Seller”).
EXHIBIT 10.7 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Registration Rights Agreement (this "Amendment"), dated January 23, 2003, is made by and among Sun Network Group, Inc., a Florida corporation with its headquarters...Registration Rights Agreement • January 24th, 2003 • Sun Network Group Inc • Services-motion picture & video tape production
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 10th, 2016 • Quadrant 4 System Corp • Communications equipment, nec • Illinois
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 3, 2016, by and between (i) QUADRANT 4 SYSTEM CORPORATION, an Illinois corporation (“Borrower”), (ii) immediately upon the consummation of the California Acquisition, STRATITUDE, INC., a California corporation (the “Guarantor”, and together with Borrower, collectively referred to herein as the “Loan Parties” and individually each referred to herein as a “Loan Party”), and (iii) BMO HARRIS BANK N.A, a national banking association, as (“Bank”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec • Maryland
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) made and entered into as of this 20th day of May 2010, by and among Zolon Corporation, a Florida corporation (“Seller”), and, StoneGate Holdings, Inc., a Maryland corporation together with its shareholders who have joined this Agreement (collectively, the “Purchaser”) and is made in light of the fact that Seller owns or has authority to issue and desires to sell, and Purchaser desires to purchase, those shares identified below in accordance with and subject to the terms and provisions of this Agreement, which fact is a material part hereof.
SECURITIES PURCHASE AGREEMENT by and between MGL AMERICAS INC. and ZOLON CORPORATION Dated as of April 14th, 2011 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec • Illinois
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 14th, 2011, by and between MGL Americas Inc., a Delaware corporation (the “Seller”), and Zolon Corporation, a Florida corporation (“Buyer”) and made in light of the following recitals which are a material part hereof and this Agreement shall be construed so as to give maximum effect thereto.
Commercial SubleaseCommercial Sublease • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec
This Commercial Sublease (this “Sublease”) is made and effective this 1st day of April 2011 between TransXpert, Inc., an Illinois Corporation (“Sub-Lessor”), and Quadrant 4 Systems, Inc., a Florida corporation, (“Sub-Lessee”) and is made in light of the facts: (i) that Sub-Lessor currently leases the “Premises” including the office space known as Suite 30, on the First Floor of the building described as and commonly known as the Meadows, at 2850 Golf Road, Rolling Meadows, Illinois (the “Building”), a space of approximately 1,500 square feet, more or less, together with all other commonly shared space on the floor within or adjacent the Premises under that certain “Lease” between Sub-Lessor, as tenant, and _____________________, as landlord, dated _________________ which Lease includes the Premises; and (ii) that Sub-Lessee desires to lease from Sub-Lessor, and Sub-Lessor desires to rent to Sub-Lessee, the Premises as described herein upon the terms and conditions set forth herein.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISIONModification Agreement • April 2nd, 2018 • Quadrant 4 System Corp • Communications equipment, nec • Illinois
This matter having come before the Court on the motion (the “Motion”) of Quadrant 4 System Corporation, debtor and debtor in possession herein (the “Debtor”), for the entry of an order granting the Debtor the authority to enter into that certain Modification Agreement (as defined in the Motion) with TriZetto Corporation n/k/a Cognizant TriZetto Software Group, Inc. (with its predecessors, successors and assigns, “TriZetto”); capitalized terms not otherwise defined herein having the meaning ascribed thereto in the Motion; the Debtor, BIP Lender LLC (“BIP”), BMO and the Committee having entered into that certain Stipulation and Order Resolving Motion for Authority to Enter into Modification Agreement, entered or to be entered by the Court contemporaneously herewith, resolving the objection to the Motion filed by BIP; the Committee having previously withdrawn its objection to the Motion; the Court having heard the statements in support of the relief requested at the hearing, and having de
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS SET FORTH HEREIN, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN RECOMMENDED BY ANY...Investment Agreement • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • Florida
The Purchaser hereby applies to purchase 183,088 shares (the “Shares”) of the $.001 par value common stock (the "Common Stock") the Company at a price of $.45 per Share for an aggregate subscription price (the "Subscription Price") of US$82,390.00 all in accordance with the terms set forth in this Subscription Agreement. The subscription evidenced by the execution of this Subscription Agreement by Purchaser is irrevocable, but such subscription may be rejected by the Company in its sole discretion. In the event that the subscription of the Purchaser is rejected by the Company, the Purchaser understands that all of the obligations of Purchaser hereunder shall terminate.
Option Agreement and Plan of MergerOption Agreement and Plan of Merger • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • Florida
THIS OPTION AGREEMENT AND PLAN OF MERGER (this “Agreement) is entered into as of the 28th day of June 2002, by and between Sun Network Group, Inc (“Sun”), a Florida company and Live Media Enterprises, Inc (“Live”), a Nevada corporation and Howard Mauskopf (“Mauskopf”), and is made with respect to the following facts:
SUBSCRIPTION AGREEMENT FOR SHARES IN QUADRANT 4 SYSTEM CORPORATION, an Illinois corporationStock Purchase Agreement • November 10th, 2016 • Quadrant 4 System Corp • Communications equipment, nec • Delaware
LEASE AGREEMENT JEN-DAR REALTY, LLC LANDLORD and QUADRANT 4 SYSTEMS CORPORATION, a Florida corporation, TENANT 8A PROFESSIONAL PLAZALease Agreement • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec • New Jersey
DEMISED PREMISES: Units 102 and 103 located in the Building known as 8A Professional Plaza, Building 2, 1246 South River Road, Cranbury, New Jersey, as set forth on the Site Plan attached hereto as Exhibit "A" and the Floor Plan attached hereto as Exhibit "B".
ContractNote • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
ISS ACQUISITION CORPORATION AND INTEGRATED SOFTWARE SOLUTIONS, INC. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2011 • Quadrant 4 Systems Corp • Communications equipment, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this November 1, 2010, between ISS Acquisition Corporation, a New Jersey corporation (“Buyer”) and Integrated Software Solutions, Inc., a New Jersey corporation (sometimes “ISS” and sometimes “Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2002 • Sun Network Group Inc • Air transportation, scheduled • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 27, 2002, by and among Sun Network Group, Inc., a Florida corporation, with headquarters located at 5670 Wilshire Blvd., Suite 1300, Los Angeles, California 90036 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
Senior Subordinated Credit Agreement dated as of November 3, 2016, by and amongSenior Subordinated Credit Agreement • November 10th, 2016 • Quadrant 4 System Corp • Communications equipment, nec • Georgia
This Senior Subordinated Credit Agreement is entered into as of November 3, 2016, by and among QUADRANT 4 SYSTEM CORPORATION, an Illinois corporation (“Borrower”), BIP LENDER, LLC, a Delaware limited liability company (“Collateral Agent”) and BIP QUADRANT 4 DEBT FUND I, LLC, a Delaware limited liability company (“Lender” and together with the other lenders from time to time party hereto, collectively the “Lenders”). All capitalized terms used herein without definition shall have the meanings ascribed thereto in Section 1.1.
EXHIBIT 10.6 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement (this "Amendment"), dated January 23, 2003, is made by and among Sun Network Group, Inc., a Florida corporation with its headquarters...Securities Purchase Agreement • January 24th, 2003 • Sun Network Group Inc • Services-motion picture & video tape production
ContractForbearance Agreement • March 22nd, 2017 • Quadrant 4 System Corp • Communications equipment, nec
THIS FORBEARANCE AGREEMENT (this “Agreement”), effective as of March 17, 2017, is made by and among Quadrant 4 System Corporation, an Illinois corporation (“Borrower”), Stratitude, Inc., a California corporation (“Guarantor,” and together with Borrower, the “Forbearance Parties” and, individually, a “Forbearance Party”) and BMO Harris Bank, N.A. (“Lender”).
EXHIBIT 10.9 PRODUCTION AND STUDIO FACILITY AGREEMENT THIS AGREEMENT is made and entered into as of February 21, 2003 by and between Vega 7 Entertainment ("Producer"), 9601 Wilshire Blvd., Suite 1109, Beverly Hills, CA. 90210 and RadioTV Network, Inc...Production and Studio Facility Agreement • October 15th, 2003 • Sun Network Group Inc • Services-motion picture & video tape production
Subscription Agreement AVENTURA HOLDINGS, INC.Subscription Agreement • November 6th, 2008 • Aventura Holdings Inc. • Communications equipment, nec • Florida
