RECITALSCredit Agreement • August 13th, 1997 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
EXHIBIT 10.3 ESCROW AGREEMENT ESCROW AGREEMENT THIS ESCROW AGREEMENT, is made and entered into as of the 28th day of February, 2001, by and among Private Bank Minnesota, a Minnesota banking corporation with principal offices at 222 South Ninth Street,...Escrow Agreement • March 29th, 2001 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
AMENDED AND RESTATED EMPLOYMENT AGREEMENTCredit Agreement • March 11th, 1998 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of February 26, 2001, by and among DAMARK International, Inc., a Minnesota corporation, with headquarters located at...Securities Purchase Agreement • March 2nd, 2001 • Damark International Inc • Retail-catalog & mail-order houses • New York
RECITALSRights Agreement • March 17th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
SUBLEASE AGREEMENTSublease Agreement • March 17th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
Exhibit 10.2 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR...Damark International Inc • October 2nd, 2000 • Retail-catalog & mail-order houses • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 26, 2001 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February __, 2001, by and among Damark International, Inc., a Minnesota corporation, with...Registration Rights Agreement • March 2nd, 2001 • Damark International Inc • Retail-catalog & mail-order houses • New York
betweenCredit Agreement • August 15th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Illinois
DAMARK INTERNATIONAL, INC. EMPLOYEE STOCK OPTION AGREEMENT (NON-STATUTORY OPTION) Date: January 30, 1998 Name of Optionee: Mark A. Cohn Total shares of Class A Common Stock purchasable under this Option: 400,000 shares Option price: $10.00 per share...Employee Stock Option Agreement • March 11th, 1998 • Damark International Inc • Retail-catalog & mail-order houses
DAMARK INTERNATIONAL, INC. AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • March 12th, 1999 • Damark International Inc • Retail-catalog & mail-order houses
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT DAMARK INTERNATIONAL, INC. DAMARK FINANCIAL SERVICES, INC. 7101 Winnetka Avenue North Brooklyn Park, Minnesota 55428Loan and Security Agreement • December 21st, 1998 • Damark International Inc • Retail-catalog & mail-order houses • Illinois
RECITALSRights Agreement • March 12th, 1999 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
1991 STOCK OPTION PLAN (AS AMENDED) PART IDamark International Inc • November 14th, 1996 • Retail-catalog & mail-order houses
AND NORWEST BANK MINNESOTA, N.A. RIGHTS AGENT RIGHTS AGREEMENTRights Agreement • May 4th, 1998 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
RECITALSCredit Agreement • March 4th, 1997 • Damark International Inc • Retail-catalog & mail-order houses
FIRST AMENDMENT TO CHANGE OF CONTROL, CONFIDENTIALITY AND NONCOMPETE AGREEMENTAnd Noncompete Agreement • March 17th, 2000 • Damark International Inc • Retail-catalog & mail-order houses
BY AND AMONGLoan and Security Agreement • November 10th, 1998 • Damark International Inc • Retail-catalog & mail-order houses • Illinois
CHANGE OF CONTROL, CONFIDENTIALITY AND NONCOMPETE AGREEMENTAnd Noncompete Agreement • March 17th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
SEVERANCE, CONFIDENTIALITY AND NONCOMPETE AGREEMENTSeverance, Confidentiality and Noncompete Agreement • March 17th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
FIRST AMENDMENT TO RIGHTS AGREEMENT The First Amendment to Rights Agreement is entered into as of July 15, 1998 between DAMARK INTERNATIONAL, INC., a Minnesota corporation ("Company"), and NORWEST BANK MINNESOTA, N.A. (the "Rights Agent"). RECITALS 1....Rights Agreement • September 3rd, 1998 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
EXHIBIT 4.4 Damark International, Inc. 1993 Stock Option Agreements with Thomas A. Cusick and Joel N. Waller (1993 Nonqualified Stock Option Plan) DAMARK INTERNATIONAL, INC. STOCK OPTION AGREEMENT THIS OPTION AGREEMENT made this 12th day of May, 1993,...Option Agreement • November 14th, 1996 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
EXHIBIT 4.5 Damark International, Inc. 1995 Stock Option with Ralph Strangis (1995 Nonqualified Stock Option Plan) DAMARK INTERNATIONAL, INC. STOCK OPTION AGREEMENT THIS OPTION AGREEMENT made this 10th day of May, 1995, by and between DAMARK...Stock Option Agreement • November 14th, 1996 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
CHANGE OF CONTROL, CONFIDENTIALITY AND NONCOMPETE AGREEMENT -oOo-Provell Inc • April 17th, 2002 • Retail-catalog & mail-order houses • Minnesota
This Change of Control, Confidentiality and Noncompete Agreement is entered into as of March 12, 1999, between Damark International, Inc., a Minnesota corporation (including its subsidiaries, the "Company"), located in Minneapolis, Minnesota, and Michael T. Del Viscio, an individual at 7101 Winnetka Avenue North, Minneapolis, Minnesota 55428 ("Executive").
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2002 • Provell Inc • Retail-catalog & mail-order houses • California
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 26, 2002, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”) and FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lenders (in such capacity, “Agent”; and together with the Lenders, the “Lender Group”), and, on the other hand, PROVELL, INC., a Minnesota corporation, formerly known as DAMARK INTERNATIONAL, INC. (“Borrower”), with reference to the following:
EXHIBIT 10.4 AMENDMENT DATED MARCH 26, 2001Damark International Inc • March 29th, 2001 • Retail-catalog & mail-order houses
ContractProvell Inc • May 15th, 2001 • Retail-catalog & mail-order houses
THIS AMENDMENT (the "Amendment"), dated as of April 23, 2001 to that certain securities purchase agreement dated February 26, 2001 (the “Agreement”) by and among DAMARK International, Inc., a Minnesota corporation, with headquarters located at 301 Carlson Parkway, Suite 201, Minneapolis, Minnesota 55305 (the "Company"), and the investors listed on the signature pages hereto (individually, a "Buyer" and collectively, the "Buyers") and the Senior Convertible Notes issued by the Company to the Buyers pursuant to the Agreement.
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 17th, 2002 • Provell Inc • Retail-catalog & mail-order houses • New York
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (the "Amendment") is entered into as of August 21, 2001, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Agent"), with a place of business located at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, as Agent and as a Lender, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders", and together with Agent, as the "Lender Group"), and PROVELL, INC. (formerly known as DAMARK INTERNATIONAL, INC.), a Minnesota corporation ("Borrower"), with its chief executive office located at 301 Carlson Parkway, Suite 201, Minnetonka, Minnesota 55305, with reference to the following:
ASSIGNMENT OF STOCK OPTION AGREEMENT THIS ASSIGNMENT OF STOCK OPTION AGREEMENT is made and entered into as of January 30, 1998, between MARK A. COHN ("Cohn") and DAMARK INTERNATIONAL, INC., a Minnesota corporation ("Damark"). RECITALS WHEREAS, Cohn...Assignment of Stock Option Agreement • March 11th, 1998 • Damark International Inc • Retail-catalog & mail-order houses
severance and change of control AGREEMENTChange of Control Agreement • November 13th, 2001 • Provell Inc • Retail-catalog & mail-order houses • Minnesota
THIS severance and change of control AGREEMENT ("Agreement") is made and entered into as of September 26, 2001, by and between Provell, Inc., a Minnesota corporation (the "Company"), and George S. Richards, an individual and resident of the state of Minnesota ("Executive").
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • November 13th, 2001 • Provell Inc • Retail-catalog & mail-order houses • Minnesota
THIS severance and change of control AGREEMENT ("Agreement") is made and entered into as of September 26, 2001, by and between Provell, Inc., a Minnesota corporation (the "Company") and Michael T. McGowan, an individual and resident of the state of Minnesota ("Executive").
DAMARK INTERNATIONAL, INC. STOCK OPTION AGREEMENT THIS OPTION AGREEMENT made on December 17, 1998, by and between DAMARK INTERNATIONAL, INC., a Minnesota corporation (the "Company"), and Stephen J. Hemsley (the "Optionee"); W I T N E S S E T H:...Stock Option Agreement • March 12th, 1999 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 18th, 2000 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
This Third Amendment to Rights Agreement is entered into as of September 29, 2000 between DAMARK INTERNATIONAL, INC., a Minnesota corporation ("Company"), and NORWEST BANK MINNESOTA, N.A. (the "Rights Agent").
AMENDMENTProvell Inc • April 17th, 2002 • Retail-catalog & mail-order houses
THIS AMENDMENT made and entered into as of April 5, 2001 by and between DAMARK INTERNATIONAL, INC., a Minnesota corporation (the "Company") and KIM MAGEAU (the "Executive").
EXHIBIT A DAMARK INTERNATIONAL, INC. STOCK OPTION AGREEMENT THIS OPTION AGREEMENT made on June 16, 1997, by and between DAMARK INTERNATIONAL, INC., a Minnesota corporation (the "Company"), and Stephen J. Hemsley (the "Optionee"); W I T N E S S E T H:...Stock Option Agreement • July 22nd, 1997 • Damark International Inc • Retail-catalog & mail-order houses • Minnesota
