BACKSTOP AGREEMENTBackstop Agreement • August 22nd, 2006 • Jl Halsey Corp • Services-prepackaged software • Delaware
This Backstop Agreement (the “Agreement”) is made as of August 16, 2006 by and between J. L. Halsey Corporation (the “Company”) and LDN Stuyvie Partnership (“LDN”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
ContractPromissory Note • August 22nd, 2006 • Jl Halsey Corp • Services-prepackaged software • Delaware
THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND BETWEEN THE PAYEE AND COMERICA BANK, N.A., A COPY OF WHICH IS ON FILE AT THE CORPORATE OFFICES OF THE MAKER.
SHARE PURCHASE AGREEMENT BY AND AMONG 1254412 ALBERTA ULC, J.L. HALSEY CORPORATION AND KRISTA LARIVIERE CHRIS ADAMS 1706379 ONTARIO INC. 1706380 ONTARIO INC. DATED AS OF AUGUST 18, 2006Share Purchase Agreement • August 22nd, 2006 • Jl Halsey Corp • Services-prepackaged software • Ontario
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated August 18, 2006, is made by and among 1254412 Alberta ULC, an unlimited liability company formed under the laws of the Province of Alberta (“Buyer”), the J.L. Halsey Corporation, a Delaware corporation (“Halsey”), Krista Lariviere (“KL”), Chris Adams (“CA”), 1706379 Ontario Inc., a corporation formed under the laws of the Province of Ontario (“CA Holdco”), and 1706380 Ontario Inc., a corporation formed under the laws of the Province of Ontario (“KL Holdco” and together with KL, CA, and CA Holdco, the “Sellers” and each, a “Seller”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 22nd, 2006 • Jl Halsey Corp • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2006, is made by and among ClickTracks Analytics, Inc., a California corporation (the “Company”), J. L. Halsey Corporation, a Delaware corporation (“Halsey”), Commodore Resources (Nevada), Inc., a Nevada corporation and an indirect wholly owned subsidiary of Halsey (“Parent”), Halsey Acquisition California, Inc., a California corporation (“Merger Subsidiary”), the shareholders of the Company listed on the signature pages hereto, and John Marshall, in his capacity as Securityholder (as hereinafter defined) representative (“Representative”).
