RECITALSIndemnification Agreement • November 2nd, 2007 • TSR Inc • Services-computer programming services • Delaware
AGREEMENTShareholder Agreement • October 14th, 1997 • TSR Inc • Services-computer programming services • New York
EXHIBIT 10.1 ------------ CONSULTING AGREEMENT -------------------- Agreement ("Agreement") made as of this 30th day of September, 2005 by and between TSR, Inc., a Delaware corporation ("TSR"), and Ernest G. Bago ("Consultant"). 1. Last Day of...Consulting Agreement • September 29th, 2005 • TSR Inc • Services-computer programming services • New York
EXHIBIT 10.1Employment Agreement • August 19th, 2004 • TSR Inc • Services-computer programming services • New York
EXHIBIT 10.3 TSR, INC.Employee Stock Option Agreement • August 29th, 1997 • TSR Inc • Services-computer programming services • New York
TSR, INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 8th, 2021 • TSR Inc • Services-computer programming services • New York
TSR, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 17th, 2024 • TSR Inc • Services-computer programming services • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 15, 2024, is entered into by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of TSR, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENT AGREEMENT effective this 1st day of September, 1997, by and between TSR, Inc., a Delaware Corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (hereinafter called the "Corporation") and William Connor, residing...Employment Agreement • October 14th, 1997 • TSR Inc • Services-computer programming services • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT effective this _1st_ day of June, 2005 by and between TSR Inc., a Delaware corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (hereinafter called the "Corporation") and John G. Sharkey,...Employment Agreement • July 28th, 2005 • TSR Inc • Services-computer programming services • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 15, 2024 AMONG VIENNA PARENT CORPORATION, VIENNA ACQUISITION CORPORATIONMerger Agreement • May 17th, 2024 • TSR Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2024 (this “Agreement” and, such date, the “Agreement Date”), by and among Vienna Parent Corporation, an Indiana corporation (“Parent”), Vienna Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and TSR, Inc., a Delaware corporation (the “Company”).
AMENDED & RESTATED RIGHTS AGREEMENT by and between TSR, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent Dated as of August 29, 2018 and Amended and Restated as of September 3, 2019Rights Agreement • September 3rd, 2019 • TSR Inc • Services-computer programming services • Delaware
This AMENDED & RESTATED RIGHTS AGREEMENT (this “Rights Agreement”) is dated as of August 29, 2018 and amended and restated as of September 3, 2019, by and between TSR, INC., a Delaware corporation (the “Corporation”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Rights Agent”).
RECITALSIndemnification Agreement • November 2nd, 2007 • TSR Inc • Services-computer programming services • Delaware
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services
This Confidentiality Agreement (the “Agreement”) is entered into by and between FOCUS Investment Banking LLC, with its principal place of business at 8065 Leesburg Pike, Suite 750, Vienna, VA 22182 USA, and Bucher and Christian Consulting, Inc. dba BCforward (“Bidder”), with its principal place of business at 9777 N. College Avenue, Indianapolis, IN 46280 (each, a “Party” and collectively, the “Parties”),
TSR INC.,Revolving Credit Agreement • October 14th, 1997 • TSR Inc • Services-computer programming services • New York
AGREEMENTAgreement • August 18th, 2020 • TSR Inc • Services-computer programming services • Delaware
This Agreement (the “Agreement”), dated as of August 13, 2020, is made and entered into by and among TSR, Inc. (“TSRI”), on the one hand, and Zeff Capital, L.P. (“Zeff Capital”), Zeff Holding Company, LLC (“Zeff Holding”) and Daniel Zeff (which, together with Zeff Capital and Zeff Holding shall be referred to collectively as the “Zeff Parties”), on the other hand. TSRI and the Zeff Parties are collectively referred to herein as the “Parties” and each as a “Party.”
DUE DILIGENCE AND EXCLUSIVITY AGREEMENTDue Diligence and Exclusivity Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services
This Due Diligence and Exclusivity Agreement (this “Agreement”) is dated as of January 10, 2024 (the “Effective Date”), by and between Bucher and Christian Consulting, Inc. d/b/a BCforward or an affiliate thereto (“BCF”) and TSR, Inc., a Delaware corporation (the “Company”).
ContractEmployment Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services • Indiana
THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”), is entered into this 15th day of May, 2024, to be effective upon the consummation of the Merger (as defined herein) by and between TSR, Inc., a Delaware corporation, with offices located at 1090 King Georges Post Road, Edison, New Jersey 08837 (hereinafter “Employer” or “Company”), and, Mohammed Shah Syed (hereinafter “Employee”). Employer and Employee are collectively referred to herein as (the “Parties”).
SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENTRights Agreement • April 1st, 2021 • TSR Inc • Services-computer programming services
THIS SECOND AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of March 31, 2021, is entered into by and between TSR, Inc. (the “Corporation”) and Continental Stock Transfer & Trust Company (the “Rights Agent”).
Exhibit 10.4 EMPLOYMENT AGREEMENT AGREEMENT, dated as of June 1, 1997 between TSR, INC., having its principal office at 400 Oser Avenue, Hauppauge, New York 11788 (the "Company"), and JOSEPH F. HUGHES, residing at 1278 Ridge Road, Laurel Hollow, New...Employment Agreement • August 29th, 1997 • TSR Inc • Services-computer programming services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2015 • TSR Inc • Services-computer programming services • New York
AGREEMENT effective this 1st day of June, 2015 by and between TSR Inc., a Delaware corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (hereinafter called the “Corporation”) and John G. Sharkey, residing at XXXXXXXXXX (hereinafter called “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2020 • TSR Inc • Services-computer programming services • New York
This Employment Agreement (the “Agreement”) is made and entered into as of November 2, 2020, by and between Thomas C. Salerno (“Employee”) and TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue, Suite 150, Hauppauge, New York 11788 (the “Company”), (collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2020 • TSR Inc • Services-computer programming services • New York
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of the 11th day of July, 2018 (the “Effective Date”), is entered into by and between TSR Consulting Services, Inc., a New York corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (the “Company”) and Thomas Salerno, an individual residing at 600 West Saddle River Road, Upper Saddle River, NJ 07458 (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2012 • TSR Inc • Services-computer programming services • New York
AGREEMENT effective this 1st day of March, 2012 by and between TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (hereinafter called the “Corporation”) and Christopher Hughes, residing at XXX, NY (hereinafter called “Executive”).
EXHIBIT 10.4Employment Agreement • August 14th, 2002 • TSR Inc • Services-computer programming services
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • September 3rd, 2019 • TSR Inc • Services-computer programming services • Delaware
This Share Repurchase Agreement (this “Share Repurchase Agreement”) is made and entered into as of August 30, 2019, by and between TSR, Inc. (the “Company”), Christopher Hughes (together with the Company, the “Purchasers”), Zeff Capital, L.P. (“Zeff Capital”), Zeff Holding Company, LLC (“Zeff Holding”) and Daniel Zeff (together with Zeff Capital and Zeff Holding, the “Zeff Parties”), QAR Industries, Inc. (“QAR”) and Robert Fitzgerald (together with QAR, the “QAR Parties”), and Fintech Consulting, LLC (“Fintech”) and Tajuddin Haslani (together with Fintech, the “Fintech Parties”). The Zeff Parties, the QAR Parties and the Fintech Parties are collectively referred to herein as the “Sellers.”
Hi <firstName>Acquisition Agreement • May 16th, 2024 • TSR Inc • Services-computer programming services
As you will read in the press release below, TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward, one of the leading professional services and workforce management solutions firms in the United States.
DUE DILIGENCE AND EXCLUSIVITY AGREEMENTDue Diligence and Exclusivity Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services
This First Amendment to Due Diligence and Exclusivity Agreement (“First Amendment”) is effective as of March 11, 2024, by and between Bucher and Christian Consulting, Inc. d/b/a BCforward, an Indiana corporation (“BCF”), and TSR, Inc., a Delaware corporation (the “Company” and together with BCF, the “Parties”)
ACCESS CAPITAL, INC. and TSR, INC. TSR CONSULTING SERVICES, INC. LOGIXTECH SOLUTIONS, LLC EUROLOGIX S.A.R.L. Dated: November 27, 2019Loan Agreement • December 2nd, 2019 • TSR Inc • Services-computer programming services • New York
This Loan and Security Agreement is made as of November 27, 2019 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”) by and among ACCESS CAPITAL, INC., a New York corporation (“Access Capital”), TSR, INC., a Delaware corporation (“Parent” and as agent for the Companies (as defined below), the “Company Agent”) and each other company set forth on Exhibit 1 hereto (Parent and each such other company shall hereinafter be referred to, individually, as a “Company” and jointly and severally, “Companies”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services
This Addendum supplements and replaces certain terms to the Employment Agreement between TSR, Inc., a Delaware corporation (“TSR” or the “Company”) and Mohammed Shah Syed (“You”), effective as of January 1, 2023 (the “Agreement”). You and the Company hereby agree to the following modifications. Unless stated otherwise, the modifications shall be effective August 1, 2023. Any provision of the Agreement shall remain in full force and effect unless specifically modified by this Addendum.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2023 • TSR Inc • Services-computer programming services
This Addendum supplements and replaces certain terms to the Amended and Restated Employment Agreement between TSR, Inc., a Delaware corporation (the “Company”) and John Sharkey (“Employee”), made and entered into as of November 2, 2020 (the “Agreement”). Employee and the Company hereby agree to the modifications herein. Unless stated otherwise, the modifications shall be effective November 3, 2023. Any provision of the Agreement shall remain in full force and effect unless specifically modified by this Addendum.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2019 • TSR Inc • Services-computer programming services • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated this 24th day of May, 2019 and effective as of the 1st day of June, 2019 (the “Effective Date”), is by and between TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue Suite 150, Hauppauge, New York 11788 (hereinafter called the “Corporation”), and John G. Sharkey, residing at XX XXX, XXX, New York 11747 (hereinafter called “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2018 • TSR Inc • Services-computer programming services • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated this 9th day of August, 2018 and effective as of the 9th day of August, 2018 (the “Effective Date”) by and between TSR, Inc., a Delaware corporation, with offices at 400 Oser Avenue, Hauppauge, New York 11788 (hereinafter called the “Corporation”), and Christopher Hughes, residing at 18 Westview Road, Northport, NY (hereinafter called “Executive”).
MAINTENANCE OF CONFIDENCE AND NON-COMPETE AGREEMENTMaintenance of Confidence and Non-Compete Agreement • May 24th, 2019 • TSR Inc • Services-computer programming services • New York
This Maintenance of Confidence and Non-Compete Agreement (“Agreement”), made this 24th day of May, 2019 and effective as of June 1, 2019 (the “Effective Date”), is by and between TSR, Inc. (the “Corporation”) and the undersigned (the “Employee”). As used in this Agreement, the “Company” shall mean the Corporation, its subsidiaries (including, without limitation, TSR Consulting Services, Inc.) and their respective successors and assigns.
January 1, 2023 Mohammed Shah Syed Woodbridge, NJ 07095 Dear Shah:Employment Agreement • May 30th, 2024 • TSR Inc • Services-computer programming services • New York
TSR, Inc., a Delaware corporation (“TSR” or the “Company”) is pleased to offer you employment pursuant to the following terms and conditions provided herein, and this will constitute your employment agreement (“Agreement”).
MAINTENANCE OF CONFIDENCE AND NON-COMPETE AGREEMENTMaintenance of Confidence and Non-Compete Agreement • August 14th, 2018 • TSR Inc • Services-computer programming services • New York
WHEREAS, pursuant to the terms of a separate amended and restated employment agreement between the Employee and the Corporation dated as of the Effective Date (the “2018 Employment Agreement”), the Corporation has agreed to continue to employ the Employee, and the Employee has agreed to continue to be employed by the Corporation, on the terms and conditions therein set forth,
