ARTICLE 1 DEFINITIONSRegistration Rights Agreement • January 31st, 2006 • Newcastle Partners L P • Insurance carriers, nec • Texas
BY AND AMONGAgreement and Plan of Merger • February 3rd, 2006 • Newcastle Partners L P • Retail-eating places • Delaware
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • January 31st, 2006 • Newcastle Partners L P • Insurance carriers, nec
_________In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 31, 2006 (including amendments thereto) with respect to the Common Stock of Hallmark Financial Services, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Exhibit 99.2 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of the 27th day of January, 2006, by and between HALLMARK FINANCIAL SERVICES, Inc., a Nevada corporation (the "COMPANY"), and NEWCASTLE SPECIAL OPPORTUNITY...Purchase Agreement • January 31st, 2006 • Newcastle Partners L P • Insurance carriers, nec • Texas
GLOBAL SETTLEMENT AGREEMENTGlobal Settlement Agreement • October 21st, 2010 • Newcastle Partners L P • Services-management consulting services • New York
This Global Settlement Agreement ("Agreement") is made by and among the Parties described below, and is effective as of the last date of execution below (“Effective Date”). In consideration of the promises, covenants, releases, and agreements contained in this Agreement, and for value received, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ContractNewcastle Partners L P • June 17th, 2008 • Wholesale-electronic parts & equipment, nec • Texas
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE REPAYMENT OF THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MARCH 12, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN WELLS FARGO FOOTHILL, INC., AS SENIOR AGENT, AND NEWCASTLE PARTNERS, L.P., AS SUBORDINATED CREDITOR. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. THIS NOTE AND THE SECURITIES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOL
PURCHASE AGREEMENTPurchase Agreement • August 27th, 2008 • Newcastle Partners L P • Services-management consulting services • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 25th day of August, 2008, by and between New Century Equity Holdings Corp., a Delaware corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Purchaser”).
FIRST AMENDMENT TO MUTUAL SUPPORT AGREEMENTMutual Support Agreement • October 21st, 2010 • Newcastle Partners L P • Services-management consulting services • Delaware
This FIRST AMENDMENT (this “Amendment”) dated October 18, 2010 is entered into by and among Newcastle Partners, L.P. (“Newcastle”), Dieter Esch (“Esch”), Lorex Investments AG (“Lorex”), Brad Krassner (“Krassner”) and the Krassner Family Investments, L.P. (“Krassner L.P.”) (each of Esch, Lorex, Krassner and the Krassner L.P., a “Selling Party” and, collectively, the “Selling Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2009 • Newcastle Partners L P • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 13, 2009, by and between New Century Equity Holdings Corp., a Delaware corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2016 • Newcastle Partners L P • Services-management consulting services • Delaware
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 16 day of August, 2016, between Wilhelmina International, Inc. (“Purchaser”), and Lorex Investment AG, a corporation incorporated in Switzerland (“Seller” or “Lorex”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2013 • Newcastle Partners L P • Insurance carriers, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 22, 2013 (including amendments thereto) with respect to the shares of Common Stock of Hallmark Financial Services, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
MUTUAL SUPPORT AGREEMENTMutual Support Agreement • April 12th, 2021 • Newcastle Partners L P • Services-management consulting services • Delaware
This MUTUAL SUPPORT AGREEMENT (this “Agreement”), executed as of the date opposite each signature below but in all events to be effective as of the Effective Date (as defined below), is entered into by and between Newcastle Partners, L.P. (“Newcastle”) and REV Alpha Holdings LLC (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 30th, 2009 • Newcastle Partners L P • Services-computer processing & data preparation
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 30, 2009 (including amendments thereto) with respect to the shares of Common Stock of MedQuist, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 18th, 2009 • Newcastle Partners L P • Services-management consulting services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated February 18, 2009 (including amendments thereto) with respect to the Common Stock of Wilhelmina International, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 21st, 2000 • Newcastle Partners L P • Insurance carriers, nec
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.
JOINT FILING AGREEMENTJoint Filing Agreement • March 5th, 2009 • Newcastle Partners L P • Converted paper & paperboard prods (no contaners/boxes)
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 5, 2009 (including amendments thereto) with respect to the shares of Common Stock of Nashua Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 2014 • Newcastle Partners L P • Services-management consulting services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated June 19, 2014 (including amendments thereto) with respect to the Common Stock of Wilhelmina International, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • June 17th, 2008 • Newcastle Partners L P • Wholesale-electronic parts & equipment, nec • Texas
THIS WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is entered into as of the 13th day of June, 2008, by and between Bell Industries, Inc., a California corporation (“Bell California”), and Bell Industries, Inc., a Minnesota Corporation (“Bell Minnesota, and together with Bell California, the “Company”), on the one hand, and Newcastle Partners, L.P., a Texas limited partnership (the “Noteholder”), on the other hand.
JOINT FILING AGREEMENT JOINDERJoint Filing Agreement • November 4th, 2008 • Newcastle Partners L P • Wholesale-electronic parts & equipment, nec
WHEREAS, Newcastle Partners, L.P., a Texas limited partnership, Newcastle Capital Group, L.L.C., a Texas limited liability company, Newcastle Capital Management, L.P., a Texas limited partnership, Mark E. Schwarz and Clinton J. Coleman are party to a Joint Filing Agreement dated as of June 26, 2003, as amended (the “Agreement”), with respect to Bell Industries, Inc., a California corporation (the “Company”);
FIRST AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 17th, 2008 • Newcastle Partners L P • Wholesale-electronic parts & equipment, nec • New York
This FIRST AMENDMENT TO INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Amendment") is made and entered into effective as of June 13, 2008 (the "Effective Date") between Wells Fargo Foothill, Inc., a California corporation, as agent for the Senior Lenders (“Senior Agent”) and Newcastle Partners, L.P., a Texas limited partnership ("Subordinated Creditor").
LIMITED PARTNERSHIP AGREEMENT OF BI HOLDINGS, L.P. Dated as of October 31, 2008Limited Partnership Agreement • November 4th, 2008 • Newcastle Partners L P • Wholesale-electronic parts & equipment, nec • Delaware
This LIMITED PARTNERSHIP AGREEMENT of BI HOLDINGS, L.P., a Delaware limited partnership (the “Fund” or the “Partnership”), is made as of October 31, 2008, by and among Newcastle Capital Management, L.P. (the “General Partner”), as the general partner of the Fund and the persons designated as limited partners in the records of the Fund and who are signatories hereto or to agreements to be bound hereby (individually, a “Limited Partner” and collectively, the “Limited Partners”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 2009 • Newcastle Partners L P • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 2, 2009 (including amendments thereto) with respect to the shares of Common Stock of Pizza Inn, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2013 • Newcastle Partners L P • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 22, 2013 (including amendments thereto) with respect to the shares of Common Stock of Pizza Inn, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 27th, 2008 • Newcastle Partners L P • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of __________, 2008, by and between New Century Equity Holdings Corp., a Delaware corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 2nd, 2009 • Newcastle Partners L P • Insurance carriers, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated April 2, 2009 (including amendments thereto) with respect to the shares of Common Stock of Hallmark Financial Services, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
MUTUAL SUPPORT AGREEMENTMutual Support Agreement • August 27th, 2008 • Newcastle Partners L P • Services-management consulting services • Delaware
This MUTUAL SUPPORT AGREEMENT (the “Agreement”), dated as of August 25, 2008 (the “Effective Date”) is entered into by and among Newcastle Partners, L.P. (“Newcastle”), Dieter Esch (“Esch”), Lorex Investments AG (“Lorex”), Brad Krassner (“Krassner”) and the Krassner Family Investments, L.P. (“Krassner L.P.”) (each of Esch, Lorex, Krassner and the Krassner L.P., a “Selling Party” and, collectively, the “Selling Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 22nd, 2013 • Newcastle Partners L P • Insurance carriers, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated January 22, 2013 (including amendments thereto) with respect to the shares of Common Stock of Hallmark Financial Services, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 23rd, 2013 • Newcastle Partners L P • Wholesale-groceries & related products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 23, 2013 (including amendments thereto) with respect to the shares of Common Stock of Pizza Inn, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 23rd, 2013 • Newcastle Partners L P • Services-management consulting services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 23, 2013 (including amendments thereto) with respect to the shares of Common Stock of Wilhelmina International, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
