Exhibit 10.22 CONSULTING AGREEMENT This CONSULTING AGREEMENT, dated as of April 23, 1999 (this "Agreement"), between FOILMARK, INC., a Delaware corporation (the "Company") and James L. Rooney (the "Consultant"). WHEREAS, pursuant to the Agreement and...Consulting Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • New Jersey
FOILMARK, INC.Termination Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products
RECITALSIndemnification Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
Date PROMISSORY NOTE FOR VALUE RECEIVED, ____________________ (the "Company"), a ______________ corporation, with principal offices located at ____________________, hereby promises to pay to ____________________ ("Payee"), the sum of ________________...Promissory Note • April 20th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products
Exhibit 99.4 SHAREHOLDER AGREEMENT, dated as of November 17, 1998, among HOLOPAK TECHNOLOGIES, INC, a Delaware corporation ("Company") and the persons listed on Schedule A hereto (each a "Shareholder", and, collectively, the "Shareholders"). WHEREAS,...Shareholder Agreement • November 25th, 1998 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
LEASE SECTION 1Lease Agreement • August 12th, 1997 • Foilmark Inc • Miscellaneous fabricated metal products
WITNESSETH:Employment Agreement • April 20th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
BACKGROUNDRegistration Rights Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • New York
AmongMerger Agreement • April 12th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
RECITALSEmployment Agreement • September 28th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
AMENDED AND RESTATED FOURTH AMENDMENT AND WAIVER (the "Fourth Amendment and Waiver"), dated as of March 31, 1997 to the Term Loan Agreement dated as of June 28, 1995, as amended by the First Amendment and Waiver dated as of March 5, 1996, the Second...Term Loan Agreement • April 14th, 1997 • Foilmark Inc • Miscellaneous fabricated metal products • New York
RECITALSEmployment Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • New Jersey
April 20, 2001 Dear Stockholder: We are pleased to inform you that, on April 10, 2001, Foilmark, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Illinois Tool Works Inc., a Delaware corporation...Merger Agreement • April 20th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products
We are pleased to inform you that, on April 10, 2001, Foilmark, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Illinois Tool Works Inc., a Delaware corporation ("Parent") and Dudley Acquisition Inc. (the "Purchaser"), Parent's wholly owned subsidiary, pursuant to which Parent and the Purchaser have agreed to acquire the Company. Pursuant to the Merger Agreement, the Purchaser has commenced a tender offer for all the outstanding shares of the Company's common stock, par value $0.01 per share, at $6.36 per share, net to the seller in cash (the "Offer").
RECITALSIndemnification Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
ARTICLE I VOTINGVoting Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
Exhibit 10.23 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of this 1st day of January, 1999, by and between Foilmark, Inc., a Delaware corporation (the "Company") having a place of business at 5 Malcolm Hoyt...Consulting Agreement • March 22nd, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
RECITALSConsulting Agreement • April 20th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products
Summary of Basic Terms 3 1 Parties 4 2 Premises 4 3 Term 4 4 Rent 1 Base Rent 4 2 Taxes & Operating Expenses 6 5 Security Deposit 11 6 Utilities 11 7 Use of Leased Premises 12 8 Compliance with laws 13 9 Fire Insurance 13 10 Maintenance of Premises 13...Commercial Lease • August 12th, 1997 • Foilmark Inc • Miscellaneous fabricated metal products
FOILMARKEmployment Agreement • March 30th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
Exhibit 99.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG FOILMARK, INC., FOILMARK ACQUISITION CORPORATION AND HOLOPAK TECHNOLOGIES, INC. DATED AS OF NOVEMBER 17, 1998Merger Agreement • November 25th, 1998 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
April 10, 2001 Bradford Venture Partners, L.P. c/o Bradford Associates 44 Nassau Street Princeton, NJ 08542 To Whom It May Concern: This letter is to confirm the agreement between Illinois Tool Works Inc., a Delaware corporation ("Buyer") and Bradford...Agreement and Plan of Merger • April 12th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
This letter is to confirm the agreement between Illinois Tool Works Inc., a Delaware corporation ("Buyer") and Bradford Venture Partners, L.P. ("you") regarding all of the 835,925 shares, $.01 par value, ("Common Stock") of Foilmark, Inc., a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Buyer to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Buyer (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
April 10, 2001 Frank J. Olsen, Jr. c/o Foilmark, Inc. 5 Malcolm Hoyt Drive Newburyport, MA 01950 Dear Mr. Olsen: This letter is to confirm our agreement regarding all of the 205,739 shares, $.01 par value, ("Common Stock") of Foilmark, Inc., a...Shareholder Agreement • April 12th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
This letter is to confirm our agreement regarding all of the 205,739 shares, $.01 par value, ("Common Stock") of Foilmark, Inc., a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Illinois Tool Works Inc., a Delaware corporation ("Buyer") to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Buyer (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
Exhibit 10.24Termination of Voting Agreement • May 5th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products
EXHIBIT 2.10 ------------ EXECUTION COPY WAIVER AND TERMINATION OF VOTING AGREEMENT This WAIVER AND TERMINATION OF VOTING AGREEMENT (the "Agreement") is made and entered into as of April 10th, 2001, by and among Foilmark, Inc., a Delaware corporation...Waiver and Termination of Voting Agreement • April 12th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
BY AND AMONGBond Agreement • September 21st, 2000 • Foilmark Inc • Miscellaneous fabricated metal products
FLEET NATIONAL BANK AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated August 6, 1999 between Fleet National Bank, a national banking association organized and existing under the laws of the United States of...Credit Agreement • September 28th, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
April 10, 2001 Estate of Frank J. Olsen, Sr. c/o Frank J. Olsen, Jr. Foilmark, Inc. 5 Malcolm Hoyt Drive Newburyport, MA 01950 Dear Frank J. Olsen, Jr. (on behalf of the Estate of Frank J. Olsen, Sr.): This letter is to confirm the agreement between...Stock Purchase Agreement • April 12th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
This letter is to confirm the agreement between Illinois Tool Works Inc., a Delaware corporation ("Buyer") and the Estate of Frank J. Olsen, Sr. ("you") regarding all of the 222,724 shares, $.01 par value, ("Common Stock") of Foilmark, Inc., a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Buyer to enter into an Agreement and Plan of Merger to be dated as of the date hereof between the Company and Buyer (the "Merger Agreement"), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
Exhibit 18 AMENDMENT AND TERMINATION AGREEMENT This AMENDMENT AND TERMINATION AGREEMENT (the "AGREEMENT") is made and entered into as of April 10, 2001, by and among Foilmark, Inc., a Delaware corporation ("FOILMARK"), HoloPak Technologies, Inc., a...Amendment and Termination Agreement • April 20th, 2001 • Foilmark Inc • Miscellaneous fabricated metal products • Delaware
RECITALSNon-Competition Agreement • March 22nd, 1999 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
AMENDED AND RESTATED FOURTH AMENDMENT AND WAIVER (the "Fourth Amendment and Waiver") dated as of March 31, 1997 to the Letter of Credit, Reimbursement and Loan Agreement dated as of June 28, 1995, as amended by the First Amendment and Waiver dated as...Letter of Credit, Reimbursement and Loan Agreement • April 14th, 1997 • Foilmark Inc • Miscellaneous fabricated metal products • New York
CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of this 1st day of January, 1997, by and between Foilmark, Inc., a Delaware corporation (the "Company") having a place of business at 5 Malcolm Hoyt Drive,...Consulting Agreement • April 14th, 1997 • Foilmark Inc • Miscellaneous fabricated metal products • Massachusetts
