0001144204-11-047093 Sample Contracts

LOCK-UP AGREEMENT

Lock-Up Agreement • August 15th, 2011 • Counsel RB Capital Inc. • Telegraph & other message communications • New York

• Contract Type
  Lock-Up Agreement
• Filed
  August 15th, 2011
• Company
  Counsel RB Capital Inc.
• Industry
  Telegraph & other message communications
• Jurisdiction
  New York

THIS LOCK-UP AGREEMENT (this “Agreement”) is entered into on June 23, 2011 (the “Effective Date”), by and between Counsel RB Capital Inc., a Florida corporation (“CRB”), Kenneth Mann, an individual resident of the State of Maryland (“Mann”) and Equity Partners, Inc. of Maryland, a Maryland corporation (“Equity Partners”).

PUT OPTION AGREEMENT

Put Option Agreement • August 15th, 2011 • Counsel RB Capital Inc. • Telegraph & other message communications • New York

• Contract Type
  Put Option Agreement
• Filed
  August 15th, 2011
• Company
  Counsel RB Capital Inc.
• Industry
  Telegraph & other message communications
• Jurisdiction
  New York

This PUT OPTION AGREEMENT (this “Agreement”) is entered into as of the 23 day of June, 2011 by and between Counsel RB Capital Inc., a Florida corporation (“Corporation”), and The Rexford Company, LLC, a Maryland limited liability company (the “Optionee”).

ASSET PURCHASE AGREEMENT AMONG EP USA, LLC AS COMPANY EQUITY PARTNERS, INC. OF MARYLAND, THE REXFORD COMPANY, LLC, AND CROSS CONCEPTS, LLC AS SELLERS KEN MANN DAN REXFORD FRED CROSS AS OWNERS AND EQUITY PARTNERS CRB LLC AS BUYER

Asset Purchase Agreement • August 15th, 2011 • Counsel RB Capital Inc. • Telegraph & other message communications • New York

• Contract Type
  Asset Purchase Agreement
• Filed
  August 15th, 2011
• Company
  Counsel RB Capital Inc.
• Industry
  Telegraph & other message communications
• Jurisdiction
  New York

This Asset Purchase Agreement (“Agreement”) is entered into on June 23, 2011, by and among EP USA, LLC, a Maryland limited liability company (“Company”), Equity Partners, Inc. of Maryland, a Maryland corporation (“Equity Partners”), The Rexford Company, LLC, a Maryland limited liability company (“Rexford Company”), Cross Concepts, LLC, a Maryland limited liability company (“Cross Concepts”) (Equity Partners, Rexford Company and Cross Concepts are individually each a “Seller” and collectively referred to herein as “Sellers”), Ken Mann, an individual resident of the State of Maryland (“Mann”), Dan Rexford, an individual resident of the State of Maryland (“Rexford”), Fred Cross, an individual resident of the State of Maryland (“Cross”) (Mann, Rexford and Cross are individually each an “Owner” and collectively referred to herein as “Owners”) (Company, Sellers, and Owners are sometimes each referred to herein individually as an “Investor” and collectively as “Investors”), and Equity Partner