COMPANY LOGO] September 15, 2003 Weichert Enterprise LLC 1625 State Route 10 Morris Plains, New Jersey 07950 Attn: Gerald C. Crotty, President DL Holdings I, LLC c/o Reservoir Capital 650 Madison Avenue New York, New York 10022 Attn: Marc A. Schwartz,...Eos International Inc • September 30th, 2003 • Services-educational services
Reference is made to the Agreement by and among Eos International, Inc. (“Eos”), Weichert Enterprise LLC (“Weichert”), and DL Holdings I, LLC (“DL Holdings,” and together with Weichert, the “Former Bridge Lenders”), dated as of January 14, 2003 (the “Agreement”), pursuant to which (i) the Former Bridge Lenders exchanged certain Eos notes payable and warrants to purchase shares of Eos common stock held by the Former Bridge Lenders for cash, shares of Eos Series D Preferred Stock (“Series D Preferred Stock”), and new warrants to purchase shares of Eos common stock, and (ii) Eos segregated $1.2 million (the “Redemption Account Funds”) into an account selected with the approval of the Former Bridge Lenders, to be used solely for purposes specified in the Agreement as “Qualified Expenses” (“Qualified Expenses”). Section 3 of the Agreement provides that the Redemption Account Funds may only be used for paying Qualified Expenses or redeeming outstanding shares of Series D Preferred Stock, and
ContractEos International Inc • September 30th, 2003 • Services-educational services
[COMPANY LOGO] September 24, 2003 Woodclyffe Group, L.L.C. 73 Turning Mill Lane New Canaan, Connecticut 06840 Attn: Jose Ferreira, Jr. This engagement agreement (this “Agreement”) confirms and sets forth the terms and conditions of the engagement between Woodclyffe Group, L.L.C., a Connecticut limited liability company (“Woodclyffe”), and Eos International, Inc., a Delaware corporation (together with its divisions, subsidiaries, and affiliates, the “Company”), including the scope of the services to be provided and the basis of fees for those services. Upon execution by each of the parties below, this Agreement will constitute an agreement between the Company and Woodclyffe. 1. Description of Services. (a) Personnel. Woodclyffe acknowledges that Jose Ferreira, Jr. has agreed to serve as President and Chief Executive Officer of the Company (“Executive”), reporting to the Board of Directors of the Company (the “Board”), pursuant to the terms of a separate employment agreement between E
ContractEmployment Agreement employment Agreement • September 30th, 2003 • Eos International Inc • Services-educational services • Connecticut
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 24, 2003, by and between Eos International, Inc., a Delaware corporation, with its office located at 888 Seventh Avenue, 13th Floor, New York, New York 10106 (the “Company”), and Jose Ferreira, Jr. with an address at 73 Turning Mill Lane, New Canaan, Connecticut 06840 (“Executive”). R E C I T A L S: WHEREAS, the Company desires to employ Executive as its President and Chief Executive Officer, and Executive desires to serve the Company in such capacities on the terms and conditions hereinafter set forth. NOW, THEREFORE, it is agreed as follows: 1. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1.1 “2003 Plan” shall mean the Eos International, Inc. 2003 Deferred Compensation Plan. 1.2 “Affiliate”shall mean a corporation which, directly or indirectly, controls, is controlled by or is under common control with the Company, and for purposes hereof, “contro
