Standard Contracts
ASSET PURCHASE AGREEMENT BY AND BETWEEN AETRIUM INCORPORATEDAsset Purchase Agreement • April 7th, 1998 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
RECITALS:Asset Purchase Agreement • April 15th, 1998 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
STANDARD LEASE AGREEMENT 13,430 square feet Trammell Crow Company Dallas Industrial 85-Mod NE Markison RoadLease Agreement • March 30th, 2000 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.19 THIS INDENTURE, made in duplicate this 25 day of June, 1998. PARTIES by and between Kamko Investments, a Minnesota General Partnership hereinafter designated and referred to as lessor, and Aetrium Incorporated, a Minnesota Corporation...Lease Agreement • March 31st, 1999 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 12th, 2008 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET (Do not use this form for Multi-Tenant Property) 1. Basic Provisions ("Basic Provisions") 1.1. Parties: This Lease ("Lease"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease • March 30th, 2000 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
TAX BENEFIT PRESERVATION PLAN Dated as of February 13, 2014 by and between AETRIUM INCORPORATED and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentTax Benefit Preservation Plan • February 14th, 2014 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • New York
This TAX BENEFIT PRESERVATION PLAN (this “Plan”), dated as of February 13, 2014, is by and between Aetrium Incorporated, a Minnesota corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2018 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2018, by and between ATRM Holdings, Inc., a Minnesota corporation (the “Company”), and Lone Star Value Management, LLC (“Purchaser”).
ContractPromissory Note • December 18th, 2018 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Minnesota
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • March 30th, 2010 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
Principal $2,000,000.00 Loan Date 12-03-2009 Maturity 12-02-2010 Loan No 418887 Call / Coll 11 / 3190 Account 12003591 Officer 081 Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
LEASE AGREEMENTLease Agreement • April 26th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Maine
THIS LEASE AGREEMENT (this “Lease”) is made this 3rd day of April, 2019 (the “Commencement Date”), by and between 947 Waterford Road, LLC, a Delaware limited liability company with a mailing address of 53 Forest Avenue, Old Greenwich, Connecticut 06870 (“Landlord”), and KBS Builders, Inc., a Delaware corporation with a mailing address of 300 Park Street, Paris, Maine 04271 (“Tenant”). The parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2017, by and among ATRM Holdings, Inc., a Minnesota corporation (the “Company”), Lone Star Value Investors, LP, a Delaware limited partnership (“LSVI”), and Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“LSV Co-Invest I”, and together with LSVI, “Lone Star Value”).
LOAN AND SECURITY AGREEMENT BETWEEN GERBER FINANCE INC. as Lender EDGEBUILDER, INC. andLoan and Security Agreement • September 22nd, 2017 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 26th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Maine
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 3rd day of April, 2019 (the “Effective Date”) by and between KBS Builders, Inc., a Delaware corporation with a mailing address of 300 Park Street, Paris, Maine 04271 (“Seller”), and 300 Park Street, LLC, a Delaware limited liability company with a mailing address of 53 Forest Avenue, Old Greenwich, CT 06870 (“Purchaser”).
LIMITED LIABILITY COMPANY AGREEMENT FOR STAR PROCUREMENT, LLCLimited Liability Company Agreement • April 26th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) for STAR PROCUREMENT, LLC, a Delaware limited liability company (the “Company”), dated as of December 14, 2018, is by and among the Persons listed on Exhibit A.
REVOLVING CREDIT LOAN AGREEMENTRevolving Credit Loan Agreement • April 16th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Minnesota
This Revolving Credit Loan Agreement is entered into as of the 30th day of June 2017, by and between Glenbrook Building Supply, Inc., a Delaware corporation, EdgeBuilder, Inc., a Delaware corporation, and Premier Bank, a Minnesota corporation.
SERIES B PREFERRED STOCK DIVIDEND AGREEMENTSeries B Preferred Stock Dividend Agreement • July 18th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
THIS AGREEMENT (this “Agreement”), dated as of July 16, 2019, is entered into among ATRM Holdings, Inc., a Minnesota corporation (the “Company”), and the undersigned shareholders (each a “Holder” and collectively, the “Holders”).
EXCHANGE AGREEMENTExchange Agreement • April 16th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2017, by and among ATRM Holdings, Inc., a Minnesota corporation (the “Company”), Lone Star Value Investors, LP, a Delaware limited partnership (“LSVI”), and Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“LSV Co-Invest I”, and together with LSVI, the “Holders”).
August 27, 2012 Joseph C. Levesque Stillwater, MN 55082 Re: Retirement Benefit Arrangement Dear Joe:Retirement Benefit Arrangement • August 28th, 2012 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
This letter agreement amends our letter agreement with you dated November 17, 2010 (“Retirement Benefit Arrangement”) providing for the payment of certain retirement benefits. In consideration of the mutual covenants contained herein and your willingness to continue your employment through 2012, the Retirement Benefit Arrangement is hereby modified to include the following additional provisions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2017 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2017, by and among ATRM Holdings, Inc., a Minnesota corporation (the “Company”), Lone Star Value Investors, LP, a Delaware limited partnership (“LSVI”), and Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“LSV Co-Invest I”, and together with LSVI, “Lone Star Value”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 14th, 2012 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
This JOINT FILING AGREEMENT is entered into as of August 14, 2012, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, par value $0.001 per share, of Aetrium Incorporated, a Minnesota corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
SERVICES AGREEMENTServices Agreement • April 26th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Delaware
This SERVICES AGREEMENT (this “Agreement”), effective as of January 2, 2019 is entered into by and among STAR PROCUREMENT, LLC, a Delaware limited liability Company (the “Company”) and KBS Builders, Inc. a Delaware Corporation (“KBS”). The Company and KBS are sometimes are referred to in this Agreement collectively as the “Parties” and individually as a “Party”. Capitalized terms used in this Agreement but not otherwise defined in this Agreement will have the meanings set forth in the LLC Agreement (defined below).
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • September 22nd, 2017 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 4, 2016 (the “Closing Date”), is made by and among ATRM Holdings, Inc., a Minnesota corporation (“ATRM”), EdgeBuilder, Inc., a Delaware corporation (“EB Purchaser”), Glenbrook Building Supply, Inc., a Delaware corporation (“GL Purchaser”, and together with EB Purchaser, each, a “Purchaser” and, collectively, the “Purchasers”), EdgeBuilder Wall Panels, Inc., a Minnesota corporation (“EdgeBuilder”), Glenbrook Lumber & Supply, Inc., a Minnesota corporation (“Glenbrook”, and together with EdgeBuilder, each, a “Seller” and, collectively, the “Sellers”), and the individuals listed on the signature page hereto (each, a “Principal” and, collectively, the “Principals”).
AGREEMENTShareholder Agreement • April 1st, 2002 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
THIS AGREEMENT, dated November 30, 2001, is by and among Aetrium Incorporated (“Aetrium”) and Keith E. Williams, Karen M. Williams, Bartholomew E. Williams, Marlys A. Williams, Dona M. Williams, Jackie Candelier, Bart Gilbert, William J. Evans, John Estridge, Damon L. Coalson, Hal Preston and Donna Christenson (individually and collectively, the “Williams Member(s)”, and Keith E. Williams sometimes the “Williams Representative”).
FOURTH AMENDMENT TO LEASELease Agreement • March 28th, 2003 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
THIS FOURTH AMENDMENT TO LEASE AGREEMENT is made and entered into by and between MARKISON VISTA JOINT VENTURE (“LANDLORD”) and AETRIUM — WEB TECHNOLOGY, LP (“TENANT”).
EXCHANGE AGREEMENTExchange Agreement • October 4th, 2017 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2017, by and among ATRM Holdings, Inc., a Minnesota corporation (the “Company”), Lone Star Value Investors, LP, a Delaware limited partnership (“LSVI”), and Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“LSV Co-Invest I”, and together with LSVI, the “Holders”).
FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • March 20th, 2013 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
This FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASE is entered into and effective as of this 13th day of March, 2013 (this “Amendment”), by and among:
November 30, 2011 Joseph C. Levesque [Address removed] Re: Compensation Arrangement Dear Joe:Compensation Arrangement • December 2nd, 2011 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
This letter will memorialize our agreement on your compensation during the period you serve as the Company’s interim president and CEO.
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • May 14th, 2014 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Maine
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2014 (the “Closing Date”), is made by and among Aetrium Incorporated, a Minnesota corporation (“Aetrium”), KBS Builders, Inc., a Delaware corporation (“Purchaser”), and KBS Building Systems, Inc., a Maine corporation, Maine Modular Haulers, LLC, a Maine limited liability company, All-Set, LLC (d/b/a KBS Homes), a Maine limited liability company, Paris Holdings, LLC, a Maine limited liability company (each, a “Seller” and, collectively, the “Sellers”), and Robert H. Farnham, Jr., an individual (the “Principal”).
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 6th, 2013 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals
THIS AMENDMENT, dated effective January 31, 2013, is to that certain Change of Control Agreement (Agreement) dated effective January 6, 2004, by and between _____________ (Executive) and Aetrium Incorporated (Company), as amended by Amendments to Change of Control Agreement dated effective January 7, 2008.
AMENDMENT NO. 1 to PROMISSORY NOTE of ATRM HOLDINGS, INC. (F/K/A AETRIUM INCORPORATED)Promissory Note • November 15th, 2016 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • Minnesota
THIS AMENDMENT NO. 1 to the Note, dated as of August 12, 2016 (this “Amendment”), is made by and among ATRM Holdings, Inc. (f/k/a Aetrium Incorporated), a Minnesota corporation (the “Debtor”) and Lone Star Value Investors, LP, a Delaware limited partnership (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2014 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota
This Registration Rights Agreement (this “Agreement”) is made as of the 9th day of May, 2014, by and between Aetrium Incorporated, a Minnesota corporation (the “Company”), and Lone Star Value Investors, LP (“Lone Star”).
THIRD AGREEMENT OF AMENDMENTLoan and Security Agreement • April 16th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
This Third Agreement of Amendment to Loan and Security Agreement ("Amendment") is effective June 30, 2017 by and among GERBER FINANCE INC., a New York corporation, having an office at 488 Madison Avenue, New York, New York 10022 ("Lender"), KBS BUILDERS, INC., a Delaware corporation, having an address of 300 Park Street, South Paris, Maine 04281, ("Borrower"); and ATRM HOLDINGS, INC., a Minnesota corporation, having an office at 5215 Gershwin Avenue N., Oakdale, Minnesota 55128 ("Guarantor").
SECOND AGREEMENT OF AMENDMENTLoan and Security Agreement • April 16th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
This Second Agreement of Amendment to Loan and Security Agreement (“Amendment”) is effective June 30, 2017 by and among GERBER FINANCE INC., having an office at 488 Madison Avenue, New York, NY 10022 (“Lender”), EDGEBUILDER, INC., GLENBROOK BUILDING SUPPLY, INC., ATRM HOLDINGS, INC., and KBS BUILDERS, INC., having an address at 5215 Gershwin Ave. N., Oakdale, Minnesota 55128 (“Credit Parties”).
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2019 • ATRM Holdings, Inc. • Prefabricated wood bldgs & components • New York
This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated the 15 day of April, 2019 by and among Gerber Finance Inc. (the “LENDER”), KBS Builders, Inc. (the “BORROWER”), and ATRM Holdings, Inc. as guarantor (the “GUARANTOR”).
