Exhibit 2.2 ----------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 1st, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Delaware
Exhibit 10.42 ------------- AMENDMENT TO LEASE ------------------ THIS AMENDMENT TO LEASE (the "Amendment") is made as of the 14th day of November, 2007 between TRIPLE NET INVESTMENTS XIII, L.P. ("Landlord") and PARAGON TECHNOLOGIES, INC. ("Tenant")....Lease Agreement • March 28th, 2008 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.23 ------------- PARAGON TECHNOLOGIES, INC. EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made as of the 28th day of August, 2002 by and between Leon C. Kirschner,...Executive Employment Agreement • November 14th, 2002 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
TERMINATION AGREEMENTTermination Agreement • March 30th, 2006 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
EXHIBIT 10.1 ------------ PARAGON TECHNOLOGIES, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is dated as of September 1, 2005, by and between PARAGON TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THE QTX...Consulting Agreement • September 21st, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
Exhibit 2.1 ----------- STOCK PURCHASE AGREEMENT ------------------------------------------------------------------------------- Dated as of August 6, 1999Stock Purchase Agreement • October 13th, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip • Michigan
Exhibit 10.16 ------------- ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (the "Agreement") is entered into as of this 30th day of September, 1999, by and among SI HANDLING SYSTEMS, INC., a Pennsylvania corporation (the "Buyer"), the...Escrow Agreement • October 15th, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
LEASE AGREEMENTLease Agreement • May 14th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.9 SECOND AMENDMENT ---------------- THIS SECOND AMENDMENT ("Amendment") is made effective as of September 23, 1998 ("Amendment Effective Date") by and between Automated Prescription Systems, Inc. ("APS") and SI Handling Systems, Inc. ("SI")...Investment Agreement • June 1st, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.40 ------------- PARAGON TECHNOLOGIES, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made this 19th day of February, 2007 by and between Joel Hoffner, a resident of the Commonwealth of Pennsylvania (the...Consulting Agreement • February 21st, 2007 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
WITNESSETH:Agreement of Sale • May 14th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.11 ------------- SI HANDLING SYSTEMS, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of the 7th day of August, 1999 by and between Leon C. Kirschner, a resident of Grand Rapids Michigan, (the "Employee"),...Executive Employment Agreement • October 15th, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip • Michigan
Exhibit 10.15 ------------- PROMISSORY NOTEPromissory Note • October 15th, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip
Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Fourteen Million and No/100 Dollars ($14,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this "Note").
AGREEMENTLoan Agreement • May 15th, 2000 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Bank is the holder of a Promissory Note executed and delivered by Borrower, dated September 30, 1999, in the original principal amount of $6,000,000.00 (the "Note"); and certain other loan documents, including without limitation, a Loan Agreement, dated September 30, 1999 (the "Loan Agreement");
WHEREAS:Registration Rights Agreement • July 5th, 2000 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
EXHIBIT 10.28 ------------- LOAN AGREEMENT Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as the "Bank") Paragon Technologies, Inc. 600 Kuebler Road Easton, Pennsylvania 18040...Loan Agreement • November 12th, 2004 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
This Agreement applies to the loan or loans (individually and collectively, the "Loan") evidenced by one or more promissory notes of even date herewith or other notes subject hereto, as modified from time to time (whether one or more, the "Note"), the commercial letters of credit and standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note.
Exhibit 10.14 ------------- LOAN AGREEMENT (Term Loan) First Union National Bank 702 Hamilton Mall Allentown, Pennsylvania 18101 (Hereinafter referred to as the "Bank") SI Handling Systems, Inc. 600 Kuebler Road Easton, Pennsylvania 18040 Ermanco...Loan Agreement • October 15th, 1999 • Si Handling Systems Inc • Construction, mining & materials handling machinery & equip
RENEWAL AGREEMENTRenewal Agreement • August 10th, 2007 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Renewal. Wachovia Bank, National Association (hereinafter "Bank") and Borrower hereby extend the maturity date of the promissory note dated June 20, 2006 in the original principal amount of $5,000,000.00 made by Borrower and delivered to Bank (the "Note") to June 30, 2008 when all outstanding principal and accrued interest shall be due and payable and extend the termination date of the loan agreement dated June 20, 2006 between Bank and Borrower (the "Loan Agreement") to June 30, 2008 when Bank's commitment to lend shall terminate.
TERM LOAN)Promissory Note and Loan Agreement • March 27th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.38 ------------- SECURITY AGREEMENTSecurity Agreement • August 10th, 2006 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
For value received and to secure payment and performance of any and all obligations of Debtor (also referred to herein as "Borrower") to Bank however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, including swap agreements (as defined in 11 U.S.C. ss. 101, as in effect from time to time), future advances, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, "Collateral'):
Exhibit 10.32 ------------- PROMISSORY NOTEPromissory Note • August 12th, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Five Million and No/100 Dollars ($5,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this "Note").
Exhibit 10.31 ------------- LOAN AGREEMENT Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as the "Bank") Paragon Technologies, Inc. 600 Kuebler Road Easton, Pennsylvania 18040...Loan Agreement • August 12th, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as the "Bank")
Exhibit 10.33 ------------- LOAN AGREEMENT (Term Loan A-$2,012,500.00 and Term Loan B - $2,012,500.00) Wachovia Bank, National Association 702 Hamilton Street Allentown, Pennsylvania 18101 (Hereinafter referred to as the "Bank") Paragon Technologies,...Loan Agreement • August 14th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
RECITALSLine of Credit Note and Loan Agreement • August 14th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.36 ------------- SECURITY AGREEMENTSecurity Agreement • August 14th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
For value received and to secure payment and performance of the Term Loan A obligations of Debtor (also referred to collectively herein as "Borrower") to Bank however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a Loan Document, including swap agreements (as defined in 11 U.S.C. ss.101), future advances, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, "Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively, "Collateral"): Debtor's deposit account number,
Exhibit 10.39 ------------- SEPARATION AND MUTUAL RELEASE AGREEMENT THIS SEPARATION AND MUTUAL RELEASE AGREEMENT (this "Agreement") is entered into as of February 19, 2007 (the "Execution Date") by and between Joel Hoffner ("Hoffner") and Paragon...Separation and Mutual Release Agreement • February 21st, 2007 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Pennsylvania
EXHIBIT 99.2 ------------ PARAGON TECHNOLOGIES, INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS AS OF MARCH 31, 2005 PARAGON TECHNOLOGIES, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005 (IN THOUSANDS)Unaudited Pro Forma Financial Statements • August 9th, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
RECITALSTerm Loan Agreement • November 13th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
RECITALSLine of Credit Note and Loan Agreement • November 14th, 2002 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.17 ------------- FIRST AMENDMENT TO TERM NOTE AND LOAN AGREEMENT ----------------------------------------------- (TERM LOAN) Paragon Technologies, Inc. (formerly, "SI Handling Systems, Inc.") 600 Kuebler Road Easton, Pennsylvania 18040...Term Note and Loan Agreement • May 15th, 2000 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
LINE OF CREDIT)Line of Credit Note and Loan Agreement • November 13th, 2003 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Exhibit 10.36 ------------- LOAN AGREEMENT Wachovia Bank, National Association 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as the "Bank") Paragon Technologies, Inc. 600 Kuebler Road Easton, Pennsylvania 18040...Loan Agreement • August 10th, 2006 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
This Agreement amends and restates in its entirety that certain Loan Agreement dated June 20, 2005 and applies to the loan or loans (individually and collectively, the "Loan") evidenced by one or more promissory notes of even date herewith or other notes subject hereto, as modified from time to time (whether one or more, the "Note"), the commercial letters of credit and standby letters of credit issued hereunder (each, a "Letter of Credit" and collectively, the "Letters of Credit") and all Loan Documents. The terms "Loan Documents" and "Obligations," as used in this Agreement, are defined in the Note.
5,000,000.00 /s/ June 20, 2006 -------------------------------Promissory Note • August 10th, 2006 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip
Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Five Million and No/100 Dollars ($5,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this "Note").
ASSET PURCHASE AGREEMENT by and among TGW Transportgeräte GmbH, Malibu Acquisition, Inc., Ermanco Incorporated and Paragon Technologies, Inc. May 20, 2005Asset Purchase Agreement • May 23rd, 2005 • Paragon Technologies Inc • Construction, mining & materials handling machinery & equip • Michigan
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of May 20, 2005, by and among TGW Transportgeräte GmbH, an Austrian corporation (“Buyer Parent”), Malibu Acquisition, Inc., a Michigan corporation and wholly-owned subsidiary of Buyer Parent (“Buyer”), Ermanco Incorporated, a Michigan corporation (“Seller”), and Paragon Technologies, Inc., a Delaware corporation and the sole stockholder of Seller (“Seller Parent”). Buyer Parent, Buyer, Seller and Seller Parent are sometimes individually referred to in this Agreement as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined are defined in Article 8.
