CERAMIC PROTECTION CORPORATION STOCK OPTION AGREEMENT (U.S. Residents)Stock Option Agreement • February 10th, 2009 • Protective Products of America, Inc.
WHEREAS the Corporation has adopted a Stock Option Plan to which Participants (as defined therein) may be granted options to purchase Common Shares (“Shares”) in the capital of the Corporation;
Craig Werbicki, Senior Manager Diversified Group 9th Floor Bankers Hall East 855 – 2nd Street S.W. Calgary, Alberta.T2P 2P2 August 15, 2008 Telephone: (403)221-5355 Facsimile: (403)221-5779Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
Re: Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (the “Borrower”) and Canadian Imperial Bank of Commerce (“CIBC”), as amended by the First Amending Agreement dated May 25, 2006, the Second Amending Agreement dated March 8, 2007, the Third Amending Agreement dated September 12, 2007, the Fourth Amending Agreement dated November 14, 2007, the Fifth Amending Agreement dated January 4, 2008, the Sixth Amending Agreement dated April 11, 2008, the Seventh Amending Agreement dated June 30, 2008, the extension of deliveries letter dated July 16, 2008, the Eighth Amending Agreement dated July 31, 2008 and the extension of deliveries letter dated August 8, 2008 (as amended, the “Credit Agreement”)
SECOND AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004 THIS SECOND AMENDING AGREEMENT is made effective as of March 8, 2007,Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
PROTECTIVE PRODUCTS OF AMERICA, INC. as Borrower - and - CANADIAN IMPERIAL BANK OF COMMERCE as Lender, Sole Lead Arranger, Underwriter, Administrative Agent and Bookrunner - and – THOSE OTHER FINANCIAL INSTITUTIONS WHICH HEREAFTER BECOME LENDERS...Credit Agreement • February 10th, 2009 • Protective Products of America, Inc. • Alberta
The Borrower has requested and the Lenders have agreed to establish a senior secured revolving loan facility, all on the terms and conditions herein set forth, and CIBC has agreed to act as Agent for the Lenders under such facilities, all on the terms and conditions and for the purposes set out in this Agreement.
LEASE AGREEMENT between N/S SAWGRASS OFFICE ASSOCIATES, LLC a Delaware limited liability company and CERAMIC PROTECTION CORPORATION a Canadian corporation Dated: April 12, 2007 Sawgrass Technology Park 1655 NW 136th Avenue, Building M Sunrise, Florida...Lease Agreement • February 10th, 2009 • Protective Products of America, Inc. • Florida
THIS LEASE AGREEMENT (hereinafter referred to as the “Lease”) is made, entered into and effective this 12th day of April, 2007 (the “Effective Date”) by and between N/S SAWGRASS OFFICE ASSOCIATES, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”) and CERAMIC PROTECTION CORPORATION, a Canadian corporation qualified to do business in the State of Florida (hereinafter referred to as “Tenant”).
9th Floor Bunkers Hall East 855-2nd Street SW Calgary, AB, T2P2P2Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
Re: Credit Agreement dated September 21, 2004 between Ceramic Protection Corporation (now Protective Products of America, Inc., the “Borrower”) and Canadian Imperial Bank of Commerce (“CIBC”), as amended by the First Amending Agreement dated May 25, 2006, the Second Amending Agreement dated March 8, 2007, the Third Amending Agreement, dated September, 12, 2007, the Fourth Amending Agreement dated November 14, 2007, the Fifth Amending Agreement dated January 4, 2008, the Sixth Amending Agreement dated April 11, 2008, the Seventh Amending Agreement dated June 30, 2008, the extension of deliveries letter dated July 16, 2008, the Eighth Amending Agreement dated July 31, 2008, the extension of deliveries letter dated August 8,2008 the extension of deliveries letter dated August 15, 2008 and the extension of deliveries letter dated August 25, 2008 (as amended, the “Credit Agreement”).
9th Floor, 855 – 2nd Street SW Calgary, Alberta T2P 2P2Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
Ceramic Protection Corporation Attention: Steve Giordanella, Chief Executive Officer 590 Sawgrass Corporate Parkway Sunrise, Florida 33325
SIXTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
AMENDMENT NO. 1 TO WARRANT CERTIFICATE NO. __ AND CONSENT TO DOMESTICATIONWarrant Amendment and Consent • February 10th, 2009 • Protective Products of America, Inc. • Alberta
WHEREAS the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the “Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum of US$•;
FIFTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004 THIS FIFTH AMENDING AGREEMENT is made effective as of January 4, 2008,Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
EIGHTH AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2009 • Protective Products of America, Inc. • Delaware
EMPLOYMENT AGREEMENT, made and entered into as of the 1st day of January, 2007, by and between Ceramic Protection Corporation a Calgary corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Steve Giordanella (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among CERAMIC PROTECTION CORPORATION and CPC HOLDING CORPORATION OF AMERICA and PP ACQUISITION CORP. and PROTECTIVE PRODUCTS INTERNATIONAL CORP. and STEPHEN GIORDANELLA, THE SOLE STOCKHOLDER OF PROTECTIVE PRODUCTS...Merger Agreement • February 10th, 2009 • Protective Products of America, Inc. • Delaware
CERAMIC PROTECTION CORPORATION, a corporation duly incorporated under and governed by the laws of Alberta and having its head and principal office in the City of Calgary, in the Province of Alberta (hereafter referred to as “CPC”);
CIBC Commercial Banking August 25, 2008Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
Ceramic Protection Corporation Attention: Jason Williams, Chief Financial Officer 1649 Northwest 136th Avenue Sunrise, Florida 33323
FIRST AMENDING AGREEMENT TO THE CERAMIC PROTECTION CORPORATION CREDIT AGREEMENT DATED SEPTEMBER 21, 2004Credit Agreement • February 10th, 2009 • Protective Products of America, Inc.
FORBEARANCE AGREEMENTForbearance Agreement • February 10th, 2009 • Protective Products of America, Inc. • Alberta
AMENDMENT NO. 1 TO WARRANT CERTIFICATE NO. __ AND CONSENT TO DOMESTICATIONWarrant Amendment and Consent • February 10th, 2009 • Protective Products of America, Inc. • Alberta
WHEREAS the Corporation issued to the Holder on •, 2007 a secured subordinated debenture (the “Debenture”) pursuant to which the Corporation has promised to pay to the Holder the principal sum of US$•;
PROTECTIVE PRODUCTS OF AMERICA, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 10th, 2009 • Protective Products of America, Inc. • Delaware
WHEREAS, the Corporation has adopted a stock option plan denominated the 2001 Non-Qualified Stock Option Plan (the “Stock Option Plan”) pursuant to which Participants (as defined therein) may be granted options to purchase shares of Common Stock of the Corporation (“Shares”); and
