AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 2nd, 2011 • Orange 21 Inc. • Ophthalmic goods • California
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of October 31, 2011 and effective as of December 15, 2011 (the “Effective Date”), is made by and between ORANGE 21 Inc., a Delaware corporation (the “Company”), and Michael Marckx (“Executive”). This Agreement amends and restates in its entirety the Change in Control Severance Agreement dated February 22, 2011.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2013 • Spy Inc. • Ophthalmic goods • California
This Executive Employment Agreement (“Agreement”), dated July 26, 2013 and effective on the mutually agreed to date of commencement of employment (currently anticipated to be August, 19, 2013) (“Effective Date”), is between Spy Inc. (the “Company”) and Jim McGinty (“Executive”).
REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTERegistration Rights Agreement • December 24th, 2012 • Spy Inc. • Ophthalmic goods • California
This Registration Rights Agreement (this "Agreement") is effective as of December 18, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Harlingwood (Alpha) LLC, a Delaware limited liability company ("Investor").
LOAN AND SECURITY AGREEMENT (Accounts Receivable & Inventory Line of Credit)Loan and Security Agreement • March 2nd, 2007 • Orange 21 Inc. • Ophthalmic goods • California
This Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), is entered into as of February 26, 2007, between BFI Business Finance, a California corporation (the “Lender”), with its headquarters’ office located at 1655 The Alameda, San Jose, CA 95126 and Spy Optic, Inc. (the “Borrower”), a(n) California corporation, with its sole place of business (if it has only one), chief executive office (if it has more than one place of business) or residence (if an individual) located at 2070 Las Palmas Drive, Carlsbad, California 92011 (the “Chief Executive Office”).
ContractDebt Subordination Agreement • May 10th, 2013 • Spy Inc. • Ophthalmic goods • New York
THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER.
LIMITED PAYMENT GUARANTYLimited Payment Guaranty • September 15th, 2004 • Spy Optic Inc • California
To induce Spy Optic, Inc, a California Corporation ("Spy"), to provide or continue a loan and other financial accommodations to No Fear, Inc. a California corporation ("Borrower") in the outstanding principal amount of $1,702,648, the undersigned Tim Jones ("Guarantor"), subject to the limitations set forth in Section 10 of this Limited Payment Guaranty ("Guaranty"), unconditionally guaranties the full and prompt payment by Borrower of all of the "Indebtedness" (as hereinafter defined), and promises to pay Spy, or order, on demand, in lawful money of the United States, all of the Indebtedness, and all costs and expenses, including attorneys fees and legal expenses, paid or incurred by Spy in endeavoring to collect the Indebtedness, or any part thereof, and in enforcing this Guaranty. This Guaranty is a guaranty of payment, and not merely a guaranty of performance.
Shares ORANGE 21 INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2004 • Orange 21 Inc. • Ophthalmic goods • California
Roth Capital Partners, LLC As Representatives of the Several Underwriters named in Schedule I hereto 24 Corporate Plaza Newport Beach, CA 92660
SECOND SEQ CHAPTER \h \r 1COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • November 15th, 2010 • Orange 21 Inc. • Ophthalmic goods • California
THIS LEASE AGREEMENT is made and entered into November 1, 2010, by and between The Levine Family Trust, whose address is 8929 University Center Lane, Suite 100, San Diego, California 92122, (hereinafter referred to as “Landlord”), and Orange 21 North America Inc., a California corporation (formerly known as “Spy Optic, Inc.”), whose address is 2070 Las Palmas Drive, Carlsbad, California 92011, (hereinafter referred to as “Tenant”).
ContractDebt Subordination Agreement • December 24th, 2012 • Spy Inc. • Ophthalmic goods • New York
THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • December 24th, 2012 • Spy Inc. • Ophthalmic goods • California
This Convertible Note Purchase Agreement (this "Agreement") is effective as of December 18, 2012 (the "Effective Date"), by and among (i) SPY Inc., a Delaware corporation (the "Company"), (ii) SPY Optic, Inc., a California corporation and wholly owned subsidiary of the Company ("SPY North America"), and (iii) Harlingwood (Alpha) LLC, a Delaware Limited Liability Company ("Investor").
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • September 12th, 2012 • Spy Inc. • Ophthalmic goods • New York
This first amendment to SECOND AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of September 6, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder").
MASTER AGREEMENTMaster Agreement • November 14th, 2011 • Orange 21 Inc. • Ophthalmic goods
• NOMEC 92 S.R.L., an Italian corporation, with registered office in Venegono Superiore (VA), Via G. Cesare 39, registered in the Companies Register of Varese, C.F./VAT 02047880121 (hereinafter referred to as “NOMEC”);
ContractSubordinated Note • May 6th, 2014 • Spy Inc. • Ophthalmic goods • New York
THIS NOTE IS SUBORDINATE TO CERTAIN OBLIGATIONS OF THE COMPANY AS DESCRIBED IN THE BFI LOAN DOCUMENTS (DEFINED HEREIN) AND SUBJECT TO THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED MARCH 19, 2010, AS AMENDED OR MODIFIED FROM TIME TO TIME, AMONG BFI BUSINESS FINANCE AND THE HOLDER.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • December 24th, 2012 • Spy Inc. • Ophthalmic goods • New York
This SECOND amendment to SECOND AMENDED AND RESTATED promissory note (this "Amendment") is entered into as of December 18, 2012, between spy optic inc., a California corporation (the "Company"), and costa brava partnership iii, l.p., a Delaware limited partnership ("Holder").
SPONSORED BY MICROSOFT FINANCING LOAN SUPPLEMENTLoan Supplement • August 14th, 2006 • Orange 21 Inc. • Ophthalmic goods
EXPLANATORY NOTE TO THIS EXHIBITSecurities Purchase Agreement • March 4th, 2011 • Orange 21 Inc. • Ophthalmic goods • California
This Stock Purchase Agreement (this “Agreement”) is effective as of February 28, 2011 (the “Effective Date”), by and between Orange 21 Inc., a Delaware corporation (the “Company”), and Harlingwood (Alpha), LLC, a Delaware limited liability company (including its successors and assigns, “Investor”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL MARCKXExecutive Employment Agreement • October 22nd, 2012 • Spy Inc. • Ophthalmic goods • California
This Amendment No. 2 to the Amended and Restated Executive Employment Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and Michael Marckx (the "Executive"). Each party is sometimes individually referred to in this Amendment as a "Party" and collectively as the "Parties." This Amendment Agreement is effective on October 16, 2012 ("Effective Date").
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT MICHAEL D. ANGELExecutive Employment Agreement • October 22nd, 2012 • Spy Inc. • Ophthalmic goods • California
This Amendment No. 1 to the Executive Employment Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and Michael D. Angel (the "Executive"). Each party is sometimes individually referred to in this Amendment as a "Party" and collectively as the "Parties." This Amendment Agreement is effective on October 16, 2012 ("Effective Date").
AMENDMENT NO. 1 TO ORANGE 21 INC. NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENTStock Option Agreement • August 13th, 2009 • Orange 21 Inc. • Ophthalmic goods • Delaware
This Amendment No. 1 to Notice of Stock Option Grant and Stock Option Agreement (the “Amendment”) is entered into as of May 26, 2009 by and between Orange 21 Inc., a Delaware corporation (the “Company”) and Jerry Collazo (“Optionee”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 15th, 2004 • Spy Optic Inc
This Third Amendment to Loan and Security Agreement is entered into as of August 14, 2003 by and between COMERICA BANK, successor by merger to Comerica Bank-California ("Bank") and SPY OPTIC, INC., a California corporation ("Borrower").
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT MICHAEL D. ANGELChange in Control Agreement • October 22nd, 2012 • Spy Inc. • Ophthalmic goods • California
This Amendment No. 1 to the Change in Control Agreement (this "Amendment Agreement") is by and between SPY Inc., a Delaware corporation (the "Company"), and Michael D. Angel (the "Executive"). Each party is sometimes individually referred to in this Amendment as a "Party" and collectively as the "Parties." This Amendment Agreement is effective on October 16, 2012,
SPY INC.Stock Unit Agreement • March 20th, 2012 • Spy Inc. • Ophthalmic goods
The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Stock Unit Agreement and in the SPY Inc. 2004 Stock Incentive Plan as it may be amended from time to time. This cover sheet is incorporated into and a part of the attached Stock Unit Agreement (together, the “Agreement”).
AMENDED AND RESTATED LICENSE AGREEMENT July 18, 2011License Agreement • November 14th, 2011 • Orange 21 Inc. • Ophthalmic goods • New York
This Amended and Restated License Agreement (the “Agreement”) by and between Orange 21 Inc. (“Licensee”) and Rose Colored Glasses LLC (“Licensor”) is effective as of the Effective Date and completely amends and restates that certain License Agreement between Licensee and Licensor dated May 12, 2010 (“Original Agreement”).
First Modification to Loan and Security AgreementLoan and Security Agreement • December 12th, 2007 • Orange 21 Inc. • Ophthalmic goods
This First Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Spy Optic, Inc. (“Borrower”) and BFI Business Finance (“Lender”) as of this 7th day of December, 2007, at San Jose, California.
SPY LOGO] PREMIUM DEALER AGREEMENTPremium Dealer Agreement • September 15th, 2004 • Spy Optic Inc • California
RE: Retainer Agreement between Regent Pacific Management Corporation and Orange 21 Inc.Retainer Agreement • April 15th, 2011 • Orange 21 Inc. • Ophthalmic goods
This letter sets forth the terms and conditions upon which Orange 21 Inc., a Delaware corporation (the “Company”), will engage Regent Pacific Management Corporation, a California corporation (“Regent Pacific”), to perform certain management services for the Company.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 15th, 2004 • Spy Optic Inc
This Sixth Amendment to Loan and Security Agreement (this "Amendment") is entered into as of August 5, 2004, by and between COMERICA BANK, successor by merger to COMERICA BANK—CALIFORNIA ("Bank") and SPY OPTIC, INC. ("Borrower").
EIGHTH MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 17th, 2006 • Orange 21 Inc. • Ophthalmic goods
This Eighth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ORANGE 21, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of this 27th day of January 2005, at San Jose, California.
June 30, 2006 Michael Brower Chief Finacial Officer Orange 21 Inc.Credit Facility Agreement • July 7th, 2006 • Orange 21 Inc. • Ophthalmic goods
ORANGE 21 INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 16th, 2006 • Orange 21 Inc. • Ophthalmic goods • California
This Executive Employment Agreement (the “Agreement”) is entered effective October 12, 2006, by and between Orange 21 Inc., a Delaware corporation (“Employer”), and Jerry Collazo (“Employee”), with respect to the following facts:
ORANGE 21 INC. WARRANTWarrant Agreement • August 15th, 2011 • Orange 21 Inc. • Ophthalmic goods • California
THIS CERTIFIES THAT, for value received, Regent Pacific Management Corporation (“Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Orange 21 Inc., a Delaware corporation (“Company”), up to 244,163 shares of common stock of the Company (the “Common Stock” and such shares and all other shares issued or issuable pursuant to this Warrant, “Warrant Shares”) at a purchase price of $1.85 per share (the “Exercise Price”).
ELEVENTH MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 2006 • Orange 21 Inc. • Ophthalmic goods
This Eleventh Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ORANGE 21, Inc., (“Borrower”) and COMERIC BANK (“Bank”), at San Jose, California, as of June 29, 2006.
LIMITED EXCLUSIVE SUPPLY AGREEMENTLimited Exclusive Supply Agreement • November 24th, 2004 • Spy Optic, Inc • Ophthalmic goods • California
This Limited Exclusive Supply Agreement (the "Agreement") is entered into as of November 19, 2004 (the "Effective Date"), by and between SPY OPTIC, INC., a California corporation ("SPY"), and LEM S.R.L. an Italian limited partnership ("LEM"), with respect to the following facts:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 15th, 2004 • Spy Optic Inc
This Second Amendment to Loan and Security Agreement is entered into as of March 21, 2003 by and between COMERICA BANK-CALIFORNIA ("Bank") and SPY OPTIC, INC., a California corporation ("Borrower").
NINTH MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2005 • Orange 21 Inc. • Ophthalmic goods
This Ninth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between ORANGE 21 Inc. (“Borrower”) and Comerica Bank (“Bank”), at San Jose, California, as of November 4, 2005.
