WITNESSETH:Employment Agreement • May 16th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 99.1 VOTING AGREEMENT AND IRREVOCABLE PROXY THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "AGREEMENT"), is made and entered into as of November 17, 2004, by and between Michael Herman (the "SHAREHOLDER") and Coconut Palm Capital Investors...Voting Agreement • November 17th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of February 8, 2005 (and effective as of the First Closing Date (as hereinafter defined)) between Sunair Electronics, Inc. a Florida corporation (the...Employment Agreement • May 16th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 10.11 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 10th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is entered into as of June 7, 2005, by and between Gregory Clendenin, residing at 1271 Spring Lake Drive, Orlando, Florida 32804 ("Employee"), and Sunair Southeast Pest...Employment Agreement • June 10th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
EXHIBIT 10.1 NONQUALIFIED STOCK OPTION OF SUNAIR ELECTRONICS, INC. THIS AGREEMENT made this _____ day of ________________, 2003, by and between SUNAIR ELECTRONICS, INC., a Florida Corporation, (hereinafter called the "Company"), and...Nonqualified Stock Option Agreement • July 17th, 2003 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
This Employment Agreement (the “Agreement”), is entered into on September 3, 2008, to be effective as of July 25, 2008, (the “Effective Date”) by and between JACK I. RUFF (“Employee”), and SUNAIR SERVICES CORPORATION, a Florida corporation, with offices at 595 South Federal Highway, Suite 500, Boca Raton 33432 (the “Company”).
EXHIBIT 2.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of November 17, 2004 by and among SUNAIR ELECTRONICS, INC., a Florida corporation (the "COMPANY"), and COCONUT PALM CAPITAL INVESTORS II, LTD., a...Purchase Agreement • November 17th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
AGREEMENT AND PLAN OF MERGER among MASSEY SERVICES, INC. BUYER ACQUISITION COMPANY, INC. and SUNAIR SERVICES CORPORATION Dated as of September 28, 2009Merger Agreement • December 23rd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 28, 2009 among Massey Services, Inc., a Florida corporation (“Parent”), BUYER ACQUISITION COMPANY, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and SUNAIR SERVICES CORPORATION, a Florida corporation (the “Company”). In addition to terms defined in the Preamble, Recitals and the Sections of this Agreement, certain terms are defined in Section 9.03 of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 11th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
This Asset Purchase Agreement (“Agreement”) is made as of September 5, 2006, by and between SUNAIR COMMUNICATIONS, INC., an Florida corporation (“Seller”), and SUNAIR HOLDINGS, LLC, a Florida limited liability company (“Buyer”). Buyer and Seller are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
Share Purchase Agreement By and Among: Sunair Services Corporation; Net2Room.com Pte Ltd.; and Percipia, Inc.Share Purchase Agreement • August 7th, 2007 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 15th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is entered into as of March 31, 2006, by and between Sunair Services Corporation, a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 29th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment
CONSULTING AGREEMENTConsulting Agreement • November 1st, 2007 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of October 29, 2007, by and between Sunair Southeast Pest Holdings, Inc., a Florida corporation (the “Company”) and Gregory Clendenin (the “Consultant”).
ASSET PURCHASE AGREEMENT by and between RON FEE INC. and MIDDLETON PEST CONTROL, INC. dated as of March 31, 2006Asset Purchase Agreement • April 5th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
This Asset Purchase Agreement (this “Agreement”) is made as of March 31, 2006 (the “Effective Date”), by and between Middleton Pest Control, Inc., a Florida corporation (the “Buyer”), and Ron Fee Inc., a Florida corporation (the “Company”). The Buyer and the Company are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among MASSEY SERVICES, INC. BUYER ACQUISITION COMPANY, INC. and SUNAIR SERVICES CORPORATION Dated as of September 28, 2009Merger Agreement • December 22nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings
Dated September 30, 2008 Share Purchase Agreement TELECOM FM HOLDINGS LIMITED and SUNAIR SERVICES CORPORATION and and The Anchorage 34 Bridge Street Reading RG1 2LU Ref: KRF/ Mulford, ColinShare Purchase Agreement • October 6th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • England
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 23rd, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of August 6, 2004 by and among SUNAIR ELECTRONICS, INC., a Florida corporation ("Sunair"); PERCIPIA, INC. an Ohio corporation (the "Company"); and the shareholders listed on the signature page hereto, representing all of the shareholders of the Company (each a "Shareholder" and collectively, the "Shareholders"). Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement.
AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • August 14th, 2009 • Sunair Services Corp • Services-to dwellings & other buildings
THIS AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTE (the “Amendment”), is effective as of June 30, 2009 (the “Effective Date”), by and between Sellers’ Representative, on behalf of Charles P. Steinmetz, the Charles P. Steinmetz Irrevocable Trust for the Benefit of Matthew A. Steinmetz, dated April 22, 2002, the Charles P. Steinmetz Irrevocable Trust for the Benefit of Louis Steinmetz, dated April 22, 2002 and Gregory A. Clendenin, as Trustee of the Gregory A. Clendenin Trust, dated September 11, 1997, as amended (collectively the “Holders”) at 1751 Via Amalfi, Winter Park, Florida 32789 and Sunair Southeast Pest Holdings, Inc., a Florida corporation with its principal place of business at 1350 E. Newport Center Drive, Suite 201, Deerfield Beach, FL 33442 (the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 15th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • North Carolina
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of Februar 12, 2008, is by and among SUNAIR SERVICES CORPORATION (f/k/a SUNAIR ELECTRONICS, INC., a Florida corporation (the “Borrower”), each of those subsidiaries of the Borrower party hereto (each a “Guarantor”, and collectively, the “Guarantors”), the several banks and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement (defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”).
AGREEMENTAcquisition Agreement • August 15th, 2003 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
This Agreement (“Agreement”) is made and entered into as of August 14, 2003, by and between Michael Herman, an individual resident of the state of Colorado (“Herman”) and SunAir Electronics, Inc., a Florida corporation (“SunAir”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made and effective as of _____________________________ (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and ________________________ (“Participant”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2007 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • North Carolina
The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date three (3) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest Determination Date”). Such Applicable Percentage shall be effective from
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 22, 2009, is by and among SUNAIR SERVICES CORPORATION (f/k/a SUNAIR ELECTRONICS, INC.), a Florida corporation (the “Borrower”), each of those subsidiaries of the Borrower party hereto (each a “Guarantor”, and collectively, the “Guarantors”), the several banks and other financial institutions (the “Lenders”) from time to time party to the Credit Agreement (defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”). Capitalized terms used herein without definition have the respective meanings set forth in the Credit Agreement. References herein to “Sections” are to Sections of the Credit Agreement unless otherwise indicated.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 12th, 2004 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • England
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 5, 2004 by and among SUNAIR COMMUNICATIONS, LIMITED, a private limited Company incorporated in England with registration number (5227024), (“Sunair”); TELECOM FM, LIMITED, a private limited Company incorporated in England with registration number (3002459) (the “Company”); TFM Group Limited, a private limited Company incorporated in England with registration number (3416773) and the sole shareholder of the Company (the “Shareholder”). Certain other capitalized terms used herein are defined in Article XI and throughout this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this 5th day of August, 2004 (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and each person set forth on Schedule 1 hereto (each an “Optionee”).
PURCHASE AGREEMENTPurchase Agreement • December 21st, 2005 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT (this “Agreement”) is made as of the ___day of December 2005, by and between Sunair Services Corporation (formerly known as Sunair Electronics, Inc.) (the “Company”), a corporation organized under the laws of the State of Florida, with its principal offices at 3005 SW Third Avenue, Fort Lauderdale, Florida 33315, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”). As used herein, the term “Placement Agent” shall mean Roth Capital Partners, LLC.
SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • April 5th, 2006 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
FOR VALUE RECEIVED, the undersigned (the “Borrower”) promises to pay to the order of RON FEE INC., a Florida corporation (the “Holder”) at 266 Gulfport Lane, Spring Hill, Florida 34608, or such other place or places as the Holder may designate in writing, the sum set forth herein in lawful money of the United States, together with interest in like lawful money, as set forth below:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 29th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
This Management Services Agreement (the “Agreement”) is entered into this 8th day of February, 2005, by and between Sunair Electronics, Inc., a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”). Notwithstanding anything stated herein to the contrary, this Agreement shall not be of any legal force and effect unless the Company consummates the transactions contemplated by that certain Purchase Agreement, dated November 17, 2004, by and between the Company and Coconut Palm Capital Investors II, Ltd. (“Coconut Palm”), an affiliate of the Manager (the “Purchase Agreement”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 8th, 2008 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
This Management Services Agreement (the “Agreement”) is dated as of February 8, 2008, between Sunair Services Corporation, a Florida corporation (the “Company”) and RPC Financial Advisors, LLC, a Florida limited liability company (the “Manager”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 1st, 2007 • Sunair Services Corp • Services-to dwellings & other buildings • Florida
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of October 29, 2007, by and between Gregory Clendenin (the “Employee”) and Sunair Southeast Pest Holdings, Inc., a Florida corporation (the “Company”).
CREDIT AGREEMENT among SUNAIR ELECTRONICS, INC. as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of June 7, 2005Credit Agreement • June 10th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • North Carolina
The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date three (3) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest Determination Date”). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. After the Closing Date, if the Borrower shall fail to provide the financial information and certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) or an Event of Default shall have occurred and be continuing, the Applicable Percentage shall, on the date three (3) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Adm
JOINT FILING AGREEMENTJoint Filing Agreement • February 2nd, 2009 • Sunair Services Corp • Services-to dwellings & other buildings
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Additionally, the undersigned acknowledge and agree to the inclusion of this Joint Filing Agreement as an Exhibit to this Statement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
ASSET PURCHASE AGREEMENT by and between SPA CREEK SERVICES, LLC and MIDDLETON PEST CONTROL, INC. dated as of December 16, 2005Asset Purchase Agreement • December 21st, 2005 • Sunair Services Corp • Radio & tv broadcasting & communications equipment • Florida
This Asset Purchase Agreement (this “Agreement”) is made as of December 16, 2005 (the “Effective Date”), by and between Middleton Pest Control, Inc., a Florida corporation (the “Buyer”), and Spa Creek Services, LLC, a Delaware limited liability company (the “Company”). The Buyer and the Company are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
STOCK OPTION AGREEMENTStock Option Agreement • May 26th, 2005 • Sunair Electronics Inc • Radio & tv broadcasting & communications equipment • Florida
THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this 16th day of November, 2004 (the “Grant Date”), by and between Sunair Electronics, Inc., a Florida corporation (“Sunair”), and John J. Hayes (the “Optionee”).
