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
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
AMONGLoan and Security Agreement • March 15th, 1999 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
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
LOAN AGREEMENTLoan Agreement • August 11th, 2000 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
AMONGMerger Agreement • November 13th, 2001 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • California
EXHIBIT 10.30 STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products • Delaware
AGREEMENTLicense Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products
Class A Common Stock ($0.01 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • August 10th, 2018 • Standard Diversified Inc. • 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:
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”);
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
LEASE AGREEMENT 1. PartiesLease Agreement • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
STRATEGIC DIAGNOSTICS INC. 128 Sandy Drive Newark, Delaware 19173-1147 December 30, 1996Chairman Agreement • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
This letter sets forth the. agreement between you and Strategic Diagnostics Inc. (formerly named EnSys Environmental Products, Inc. ("Company")) regarding your continued role in the Company following today's. consummation of the Company's merger with Strategic Diagnostics Inc.
December ___, 1996 EnSys Environmental Products, Inc. 4222 Emperor Boulevard Durham, North Carolina 27703 Dear Ladies and Gentlemen: In consideration of the benefit to the stockholders of Strategic Diagnostics Inc. ("Company") of the merger of the...Lock-Up Agreement • December 9th, 1996 • Ensys Environmental Products Inc /De/ • Miscellaneous chemical products
In consideration of the benefit to the stockholders of Strategic Diagnostics Inc. ("Company") of the merger of the Company with and into EnSys Environmental Products, Inc. ("EnSys"), pursuant to the Agreement and Plan of Merger between the Company and EnSys dated as of October 11, 1996, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of EnSys, he or she will not sell, contract to sell, or otherwise dispose of for value, any of the EnSys Preferred Stock, Common Stock or any security exchangeable or exercisable for or convertible into EnSys Common Stock, beneficially owned by the undersigned until the date which is six (6) months from the date hereof; provided that the undersigned may pledge or cause to be pledged any or all of such shares or other securities in bona fide loan transactions with established financial lending institutions.
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.
December 30, 1996Merger Agreement • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
Exhibit 10.18 INDUSTRIAL LEASEIndustrial Lease • April 14th, 1997 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
ENSYS ENVIRONMENTAL PRODUCTS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 9th, 1996 • Ensys Environmental Products 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 REORGANIZATIONMerger Agreement • 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
TERM NOTE ---------Term Note • August 11th, 2000 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products
AGREEMENTExclusive Distribution and Supply Agreement • August 15th, 2005 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2018 • Standard Diversified Inc. • Tobacco products • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of February 20, 2018, is entered into between Vista Outdoor Corporation, a Georgia corporation (“Seller”) and Standard Outdoor Southeast II LLC, a Delaware limited liability company (“Buyer”).
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”).
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”.
AGREEMENTBoard Composition Agreement • 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.”
ASSET PURCHASE AGREEMENT by and between STRATEGIC DIAGNOSTICS INC., SDIX, LLC and ORIGENE TECHNOLOGIES, INC. Dated as of April 5, 2013Asset Purchase Agreement • April 10th, 2013 • Strategic Diagnostics Inc/De/ • Miscellaneous chemical products • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of April 5, 2013, by and between Strategic Diagnostics Inc., a Delaware corporation (“Seller”), SDIX, LLC, a Delaware limited liability company (“Purchaser”) and OriGene Technologies, Inc., a Delaware corporation and the ultimate parent of Purchaser (“Parent”). Seller and Purchaser are referred to collectively herein as the “Parties” and individually as a “Party.”
