AGREEMENT OF LEASE KAMPNER REALTY, LLCLease Agreement • April 11th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
andLoan and Security Agreement • November 14th, 2001 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and CHARLES DAWSON (hereinafter called the "Employee"). WHEREAS, the...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
andModification Agreement • November 15th, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
November 14, 2005 FIVE STAR GROUP, INC. 903 Murray Road P.O. Box 1960 East Hanover, New Jersey 07936 Attention: Steve Schilit, Exec. Vice President Re: $35,000,000 Revolving Loan from Bank of America, N.A. to Five Star Group, Inc. Dear Mr. Schilit: On...Loan and Security Agreement • November 15th, 2005 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT made and dated as of September 30, 1998 by and between FIVE STAR GROUP, INC. (formerly known as FIVE STAR ACQUISITION CORP.), a corporation of the State of Delaware with its principal...Loan Agreement • November 16th, 1998 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
Exhibit 10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of March 13, 2007, is by and between FIVE STAR PRODUCTS, INC., a Delaware Corporation (the "Purchaser"), and RIGHT-WAY DEALER WAREHOUSE, INC., a Massachusetts corporation (the...Asset Purchase Agreement • March 19th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Massachusetts
Exhibit 10.13 NATIONAL PATENT DEVELOPMENT CORP. NON-QUALIFIED STOCK OPTION AGREEMENT AGREEMENT, dated March 1, 2007 (the "Grant Date"), between National Patent Development Corporation, a Delaware corporation (the "Company"), with an address at 777...Non-Qualified Stock Option Agreement • March 8th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and STEVEN SCHILIT (hereinafter called the "Employee"). WHEREAS, the...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
1 RECOGNITION 1 2 UNION SECURITY 1 3 CHECK-OFF 2 4 HOURS OF WORK, OVERTIME AND SHIFT PREMIUM 3 REPORT PAY 3 SHIFT DIFFERENTIAL 4 OVERTIME 4 RETURN FROM LAY- OFF AND/OR LEAVE OF ABSENCE 4 5 PROBATIONARY PERIOD 4 6 SENIORITY 5 7 FORCE REDUCTION5 8...Collective Bargaining Agreement • March 31st, 1999 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries
EMPLOYMENT AGREEMENT This Agreement dated as of November 28, 2001, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and BRUCE SHERMAN (hereinafter called the "Employee"). WHEREAS, the Company...Employment Agreement • April 1st, 2002 • Five Star Products Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT made and dated as of June 20, 2003, by and between FIVE STAR GROUP, INC., a corporation of the State of Delaware with its principal corporate place of business at 903 Murray Road, East...Loan and Security Agreement • August 14th, 2003 • Five Star Products Inc • Wholesale-miscellaneous nondurable goods • New Jersey
EMPLOYMENT AGREEMENT This Agreement dated as of October 18, 2006, by and between FIVE STAR GROUP, INC. ("Five Star"), a Delaware Corporation (hereinafter called the Company") and BRUCE SHERMAN (hereinafter called the "Employee"). WHEREAS, the Company...Employment Agreement • October 24th, 2006 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Agreement (this "Agreement"), dated as of February 23, 2007, by and between FIVE STAR GROUP, INC., a Delaware corporation (hereinafter called the Company") and BRUCE...Employment Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
Exhibit 10.8 LEASE MODIFICATION AND EXTENSION AGREEMENT THIS AGREEMENT, made this 6th day of June, 1996, by and between Hanover Public Warehousing, Inc., a New Jersey corporation, having an office at Park 80 West, Plaza II, Saddle Brook, New Jersey...Lease Modification and Extension Agreement • March 31st, 1999 • American Drug Co • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.12 FIVE STAR PRODUCTS, INC. STOCK OPTION AGREEMENT AGREEMENT, dated March 1, 2007 (the "Grant Date"), between Five Star Products, Inc., a Delaware corporation (the "Company"), with an address at 777 Westchester Avenue, New York, NY 10604,...Stock Option Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of March 2, 2007, between Five Star Products, Inc., a Delaware corporation ("FS"), and JL Distributors, Inc. ("JL"). WHEREAS, pursuant to that certain Amended and...Registration Rights Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
FIVE STAR PRODUCTS, INC.Agreement Regarding Options • June 26th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options and the termination of the Stock Option Agreement upon payment of the Purchase Price.
Exhibit 99.1 CONSULTING AND SEVERANCE AGREEMENT AGREEMENT, dated as of February 20, 2007, between Five Star Products, Inc., a Delaware corporation with principal executive offices at 777 Westchester Avenue, White Plains, NY (the "Company") and Steve...Consulting and Severance Agreement • February 20th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
Exhibit 10.7 FIVE STAR PRODUCTS, INC. RESTRICTED STOCK AGREEMENT AGREEMENT, dated March _ 2007 (the "Grant Date"), between Five Star Products, Inc., a Delaware corporation (the "Company"), with an address at 777 Westchester Avenue, New York, NY 10604,...Restricted Stock Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
March 23, 2006Sixth Modification Agreement • March 31st, 2006 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
Exhibit 10.2 AGREEMENT OF SUBORDINATION & ASSIGNMENT This AGREEMENT OF SUBORDINATION & ASSIGNMENT made and dated as of June 20, 2003, by JL DISTRIBUTORS, INC., a corporation of the State of Delaware with its principal corporate place of business at...Agreement of Subordination & Assignment • August 14th, 2003 • Five Star Products Inc • Wholesale-miscellaneous nondurable goods • New Jersey
Exhibit 10.18 TAX SHARING AGREEMENT TAX SHARING AGREEMENT (this "Agreement") dated as of February 1, 2004 between GP Strategies Corporation, a Delaware corporation ("GP Strategies"), and Five Star Products, Inc., a Delaware corporation, ("Five Star")....Tax Sharing Agreement • April 2nd, 2004 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • Delaware
Exhibit 10.3 AGREEMENTRetainer Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
FIVE STAR PRODUCTS, INC.Agreement Regarding Options • June 26th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This agreement (this “Agreement”) is to confirm and memorialize the understanding by and among National Patent, the Company and Grantee pursuant to which the Company shall deliver to Grantee the Purchase Price (as defined herein) as consideration for Grantee’s agreement not to exercise Grantee’s Options after the date hereof and the cancellation of Grantee’s Options.
Recitals:Purchase Agreement • March 7th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
TENDER OFFER AND MERGER AGREEMENT Dated as of June 26, 2008 among NATIONAL PATENT DEVELOPMENT CORPORATION, NPDV ACQUISITION CORP. and FIVE STAR PRODUCTS, INC.Tender Offer and Merger Agreement • June 26th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This TENDER OFFER AND MERGER AGREEMENT, dated as of June 26, 2008 (this “Agreement”), is among NATIONAL PATENT DEVELOPMENT CORPORATION, a Delaware corporation (“Parent”), NPDV Acquisition Corp., a Delaware corporation (“Purchaser”), and FIVE STAR PRODUCTS, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
Five Star Products, Inc.Agreement of Lease • June 14th, 2007 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
Pursuant to that certain Agreement of Lease between Kempner Realty, LLC, as Landlord and Five Star Products, Inc., as Tenant covering the premises located at 1202 Metropolitan Avenue, Brooklyn, New York 11237 (the "Lease"), the Landlord and Tenant, as provided in the definition of "Fair Market Value" in the Lease, each retained appraisers to determine the Fair Market Value of the Premises. The Landlord and Tenant have both received the appraisals of the Premises from the appraisers that each retained and such appraisals are different by 10% or less. Pursuant to the Lease, the Fair Market Value is the average of the appraisals or Seven Million Seven Hundred Fifty Thousand U.S. Dollars ($7,750,000) (Tenant's appraisal being $7,500,000 and Landlord's appraisal being $8,000,000) subject to an annual adjustment of 3% as provided in the Lease.
March 23, 2007Seventh Modification Agreement • March 31st, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
RESTATED AND AMENDED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 3rd, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
FIVE STAR GROUP, INC., a corporation of the State of Delaware with its principal corporate place of business at 903 Murray Road, East Hanover, Morris County, New Jersey 07936 with its mailing address at 903 Murray Road, P.O. Box 1960, East Hanover, Morris County, New Jersey 07936 (hereinafter referred to as “BORROWER”)
March 25, 2008Modification Agreement • March 31st, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
AGREEMENT AND RELEASEAgreement and Release • March 27th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
This Agreement and Release (this "Agreement") is made and entered into by and among Leslie Flegel, residing at 4951 Gulf Shore Boulevard, PH 201, Naples, FL 34103 (the "Executive"), and National Patent Development Corporation, a Delaware corporation with principal executive offices at 10 East 40th Street, Suite 3110, New York, New York 10016 ("NPDC") and Five Star Products, Inc., a Delaware corporation with principal executive offices at 10 East 40th Street, Suite 3110, New York, New York 10016 ("Five Star").
AGREEMENT OF SUBORDINATION & ASSIGNMENTSubordination & Assignment Agreement • July 3rd, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
JL DISTRIBUTORS, INC., a corporation of the State of Delaware with its principal corporate place of business at 10 East 40th Street, New York, New York 10016 (hereinafter referred to as "CREDITOR")
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • July 3rd, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New Jersey
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, GUARANTOR does hereby covenant and warrant to LENDER as follows:
Sale AgreementSale Agreement • March 27th, 2008 • Five Star Products Inc • Wholesale-hardware & plumbing & heating equipment & supplies
This Sale Agreement (this "Sale Agreement") is made and entered into by and among the undersigned at the address set forth under their respective names (each a "Seller" and collectively the "Sellers") and National Patent Development Corporation, a Delaware corporation with principal executive offices at 10 East 40th Street, Suite 3110, New York, NY 10016 ("NPDC") and Five Star Products, Inc., a Delaware with principal offices at 10 East 40th Street, Suite 3110, New York, NY 10016 ("Five Star").
