0001193125-06-046225 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Employment Agreement (“Agreement”) is made and entered into by and between DPAC Technologies Corp., a California corporation (the “Company”) and Steven D. Runkel, an individual (“Executive”), effective as of the Effective Date as defined in the Agreement and Plan of Reorganization dated April 26, 2005 (“Merger Agreement”) among the Company, Quatech, Inc. and Acquisition Sub, as defined in the Merger Agreement.

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LOAN AGREEMENT between THE DIRECTOR OF DEVELOPMENT OF THE STATE OF OHIO and QUATECH, INC. Dated as of January 27, 2006
Loan Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

THIS LOAN AGREEMENT is made and entered into as of January 27, 2006 by and between the Director of Development (the “Director”) of the State of Ohio (the “State”), acting on behalf of the State, and QuaTech, Inc., an Ohio corporation (the “Company”), under the circumstances summarized in the following recitals (the capitalized terms used in the recitals being used therein as defined in Article I hereof):

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Fourth Amendment to Credit Agreement (this “Amendment”), dated as of July 21, 2005, is entered into by and between QUATECH, INC. (FKA WR ACQUISITION, INC.) (“Borrower”) and NATIONAL CITY BANK (“Bank”).

SECOND AMENDMENT TO SUBORDINATED LOAN AND SECURITY AGREEMENT AND SECOND AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Second Amendment to the Subordinated Loan and Security Agreement and Second Amendment to Warrant Agreement (the “Amendment”) is entered into as of this 27th day of January, 2006 by and between QuaTech, Inc. (f/k/a WR Acquisition, Inc.), an Ohio corporation (“Borrower”), and The HillStreet Fund, L.P., a Delaware limited partnership, its permitted successors and assigns (“Lender”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This First Amendment to Credit Agreement (this “Amendment”), dated as of March 25, 2002, is entered into by and between WR ACQUISITION, INC. (“Borrower”) and NATIONAL CITY BANK (“Bank”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Second Amendment to Credit Agreement (this “Amendment”), dated as of September 4, 2002, is entered into by and between WR ACQUISITION, INC. (“Borrower”) and NATIONAL CITY BANK (“Bank”).

SUBORDINATED LOAN AND SECURITY AGREEMENT AMONG THE HILLSTREET FUND, L.P. Lender AND WR ACQUISITION, INC. Borrower Dated As of July 28, 2000
Loan and Security Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

THIS SUBORDINATED LOAN AND SECURITY AGREEMENT is made as of the 28th day of July, 2000, by and between WR ACQUISITION, INC., an Ohio corporation (“Borrower”), and THE HILLSTREET FUND, L.P., a Delaware limited partnership, its permitted successors and assigns (“Lender”).

CREDIT AGREEMENT between WR ACQUISITION, INC. and NATIONAL CITY BANK July 28, 2000 $850,000 Term Loan A $480,000 Term Loan B $1,500,000 Revolving Commitment
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio
JOINDER AGREEMENT AND THIRD AMENDMENT TO SUBORDINATED LOAN AND SECURITY AGREEMENT
Joinder Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This Joinder Agreement and Third Amendment to the Subordinated Loan and Security Agreement (the “Amendment”) is entered into as of this 28th day of February, 2006 by and between QUATECH, INC. (f/k/a WR Acquisition, Inc.), an Ohio corporation (“QuaTech”) and DPAC TECHNOLOGIES CORP., a California corporation (“DPAC” and collectively with QuaTech, the “Borrowers” and each individually a “Borrower”), and THE HILLSTREET FUND, L.P., a Delaware limited partnership, its permitted successors and assigns (“Lender”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

The initial applicable RR margin is indicated with an asterisk (*) and shall remain in effect until Bank’s receipt of Borrowers subsequent fiscal year end financial statements

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of February 28, 2006 by and between DPAC TECHNOLOGIES CORP., a California corporation (the “Company”), and The HillStreet Fund, L.P., a Delaware limited partnership (the “Shareholder”).

FIRST AMENDMENT TO SUBORDINATED LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

This First Amendment to the Subordinated Loan and Security Agreement and First Amendment to Warrant Agreement (the “Amendment”) is entered into as of this 5th day of August, 2005, by and between QuaTech, Inc. (f/k/a WR Acquisition, Inc.), an Ohio corporation (“Borrower”), and The HillStreet Fund, L.P., a Delaware limited partnership, its permitted successors and assigns (“Lender”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2006 • Dpac Technologies Corp • Semiconductors & related devices • Ohio

The initial applicable RR margin is indicated with an asterisk (*) and shall remain in effect until Bank’s receipt of Borrower’s subsequent fiscal year end financial statements.

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