BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Financial Advisory Agreement • March 31st, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • New York
This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill Partners (“BHP”), a division of Pali Capital, Inc., by RedRoller Holdings, Inc. (the “Company”) to act (i) as its exclusive financial advisor in connection with a strategic transaction, which may include a merger or acquisition, partnership or strategic alliance in which funds are invested or similar type transaction (a "Strategic Transaction") and (ii) as exclusive placement agent in connection with any equity or debt financing through a transaction or transactions exempt from registration under the Securities Act of 1933, as amended and in compliance with the applicable securities laws and regulations or a registered direct offering pursuant to an effective registration statement filed with the Securities Exchange Commission. (a “Financing”).
MERGER AGREEMENTMerger Agreement • March 31st, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Delaware
THIS MERGER AGREEMENT (this “Agreement”) is entered into as of the 11th day of March, 2005, by and among Mark A. Taylor, an individual residing at 48265 Nine Mile Road Northville, Michigan 48167 (“Shareholder”), Taylor Systems Engineering Corporation, a Michigan corporation with its principal place of business at 40800 Five Mile Road, Plymouth, Michigan 48170 (the “Company”), RedRoller, Inc., a Delaware corporation with its principal place of business at 50 Day Street, South Norwalk, CT 06854 (“Buyer”), and RedRoller Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of Buyer (“Merger Sub”) with its principal place of business at 50 Day Street, South Norwalk, CT 06845. Shareholder, the Company, Buyer and Merger Sub are sometimes referred to herein collectively as the “Parties,” and each individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of March 17, 2008, by and between RedRoller Holdings, Inc., a Delaware corporation (the “Company”), and Michael T. Tribolet (“Executive” and, together with the Company, the “Parties”).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • March 31st, 2008 • RedRoller Holdings, Inc. • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”) is entered into as of the 15th day of December, 2005, by and among Mark A. Taylor, an individual residing at 48265 Nine Mile Road Northville, Michigan 48167 (“Shareholder”), Taylor Systems Engineering Corporation, a Michigan corporation with its principal place of business at 40800 Five Mile Road, Plymouth, Michigan 48170 (the “Company”), RedRoller, Inc., a Delaware corporation with its principal place of business at 50 Day Street, South Norwalk, CT 06854 (“Buyer”), and RedRoller Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of Buyer with its principal place of business at 50 Day Street, South Norwalk, CT 06845 (“Merger Sub”). Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Merger Agreement.
