EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 15th, 1999 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
AMENDED AND RESTATED ENSYS ENVIRONMENTAL PRODUCTS, INC. 1995 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTOption Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 26th, 1999 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT ------------------------ This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of August 15, 2002 by and between Strategic Diagnostics Inc., a Delaware corporation (the "Company") and the undersigned parties...Stock Purchase Agreement • November 13th, 2002 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
LOAN AGREEMENTLoan Agreement • August 11th, 2000 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
AMONGLoan and Security Agreement • March 15th, 1999 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
AMONGAgreement and Plan of Merger • November 13th, 2001 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • California
Class A Common Stock ($0.01 par value per share) Capital on Demand™ Sales AgreementStandard Diversified Inc. • August 10th, 2018 • Tobacco products • New York
STANDARD DIVERSIFIED INC. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Agent”), as follows:
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between Strategic Diagnostics, Inc. (the "Company") and Matthew Knight (the "Executive") and shall be effective as of September 2, 2003 (the...Employment Agreement • November 14th, 2003 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
ENSYS ENVIRONMENTAL PRODUCTS, INC. WARRANT TO PURCHASE COMMON STOCKEnsys Environmental Products Inc /De/ • December 9th, 1996 • Miscellaneous chemical products • Delaware
EXHIBIT 10.30 STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products • Delaware
INDUSTRIAL LEASE 1. Parties. This Lease, dated, for reference purposes only June 7, 1991, is made by and between TOBER & AGNEW PROPERTIES, INC., a Delaware corporation (herein called "Lessor") and TSD BioServices, a Delaware general partnership...Industrial Lease • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
AGREEMENTAgreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products
EXHIBIT 10.26 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made as of the ____ day of ____________ 1996, by and between ENSYS ENVIRONMENTAL PRODUCTS, INC., a Delaware corporation whose name is being changed to STRATEGIC DIAGNOSTICS INC. as of the...Employment Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products • Delaware
SECTION 382 RIGHTS AGREEMENT by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of April 28, 2016Section 382 Rights Agreement • April 29th, 2016 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
RECITALS --------Stock Option Grant • November 14th, 2003 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
December 30, 1996Strategic Diagnostics Inc/De/ • April 14th, 1997 • Miscellaneous chemical products • Delaware
EXHIBIT 10.28 FORM OF REGISTRATION RIGHTS AGREEMENT To each of the Original Holders listed on the signature pages hereto Dear Sirs: This agreement is made in connection with the Agreement and Plan of Merger, dated as of October __, 1996 (the "Merger...Registration Rights Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products • Delaware
RECITALSRestricted Stock Grant Agreement • November 14th, 2003 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
TERM LOAN AGREEMENT Dated as of September 18, 2019 by and among STANDARD DIVERSIFIED INC.,Term Loan Agreement • September 20th, 2019 • Standard Diversified Inc. • Tobacco products • New York
This TERM LOAN AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of September 18, 2019, by and among STANDARD DIVERSIFIED INC., a Delaware corporation (“SDI”), the other Persons party hereto that are designated as “Borrowers” (together with SDI, the “Borrowers” and each a “Borrower”), GACP II, L.P., a Delaware limited partnership (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and individually each a “Term Lender”) and for itself, and the Term Lenders.
LEASE AGREEMENT 1. PartiesLease Agreement • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
INDUSTRIAL LEASE 1. Parties. This Lease, dated, for reference purposes only August 9, 1990, is made by and between TOBER & AGNEW PROPERTIES, INC., a Delaware corporation (herein called "Lessor") and STRATEGIC DIAGNOSTICS INCORPORATED, a Delaware...Industrial Lease • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
THIRD AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 4th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Third Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of May 3, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017 and the Second Amendment to the Contribution and Exchange Agreement, dated as of April 5, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning asc
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 8th, 2020 • Standard Diversified Inc. • Tobacco products • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 7, 2020, by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Standard Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of TPB (“Merger Sub”), and Standard Diversified Inc., a Delaware corporation (“SDI”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • May 26th, 2017 • Special Diversified Opportunities Inc. • Tobacco products • Delaware
THIS AMENDMENT (this “Amendment”), entered into as of the 26th day of May, 2017, by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”), amends that certain Section 382 Rights Agreement, dated as of April 28, 2016 (as amended, the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 6th, 2017 • Special Diversified Opportunities Inc. • Tobacco products
This Second Amendment to the Contribution and Exchange Agreement (this “Amendment”), is entered into and effective as of April 5, 2017, by and among Special Diversified Opportunities Inc., a Delaware corporation (the “Company”), Standard General Master Fund L.P., a Cayman Islands limited partnership (“SG Master Fund”), P Standard General Ltd., a British Virgin Islands company (“PSG”) and Standard General Focus Fund L.P., a Delaware limited partnership (“SG Focus Fund” and, together with SG Master Fund and PSG, the “SG Parties” and each, a “SG Party”), for purposes of amending the Contribution and Exchange Agreement, dated as of November 25, 2016, by and among the SG Parties and the Company (the “Agreement”), as amended by the First Amendment to the Contribution and Exchange Agreement, dated as of January 24, 2017. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. For the purposes of the amendments set forth herein, d
AGREEMENTExclusive Distribution and Supply Agreement • August 15th, 2005 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
EXHIBIT 2.1Agreement and Plan of Merger • November 14th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products • Delaware
STRATEGIC DIAGNOSTICS INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 26th, 2010 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is dated as of ______, 20xx (the “Date of Grant”), by and between Strategic Diagnostics Inc., a Delaware corporation (the “Company”), and ___________________ (the “Grantee”).
Exhibit 10.18 INDUSTRIAL LEASEStrategic Diagnostics Inc/De/ • April 14th, 1997 • Miscellaneous chemical products • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2018 • Standard Diversified Inc. • Tobacco products • Alabama
This Asset Purchase Agreement (this “Agreement”), dated as of January 18, 2018, is entered into between Quality I/N Signs and Outdoor Advertising, LLC, an Alabama limited liability company (“Seller”) and Standard Outdoor Southeast I LLC, a Delaware limited liability company (“Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
STOCK PURCHASE AGREEMENT by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC. and INTERBORO LLC Dated as of November 23, 2016Stock Purchase Agreement • November 25th, 2016 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • New York
This STOCK PURCHASE AGREEMENT, dated as of November 23, 2016, is made by and between Special Diversified Opportunities Inc., a Delaware corporation (“Purchaser”), and Interboro LLC, a Delaware limited liability company (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party”.
AGREEMENTAgreement • March 18th, 2008 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
This Agreement, dated as of March 12, 2008 (the “Agreement”), is by and among Strategic Diagnostics Inc., a Delaware corporation (“Company”), and Steven R. Becker, an individual resident of Texas (“Becker”), BC Advisors, LLC, a Texas limited liability company (“BCA”), SRB Management, L.P., a Texas limited partnership (“SRB”) and Richard van den Broek, an individual resident of Connecticut (“van den Broek”). Becker, BCA and SRB are collectively referred to as the “Becker Group.”
