ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 27th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of the 20th day of December, 2006, by and among (i) Forefront Devant Inc., a corporation organized and existing under the laws of the State of Florida (the “Buyer”), (ii) Devant Ltd., a corporation organized and existing under the laws of the State of North Carolina (the “Seller”), (iii) James M. Sheppard, Jr., Mary Ann Sheppard Chambers, Rebecca Sheppard Roberts and Deborah Ann Sheppard (each of such persons and Seller are collectively referred to herein as the “Seller Responsible Parties”), (iv) ForeFront Group, Inc., a Florida corporation (“ForeFront Group”) with respect to Sections 1.10(c)(vi) and (c)(x) and Articles 3 and 8 hereof, and (v) ForeFront Holdings, Inc., a Florida corporation (“ForeFront Holdings”) with respect to Sections 1.10(c)(vii) and (c)(x) and Articles 3, 3A and 8 hereof.
JOINDER AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec • Georgia
THIS JOINDER AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2006, among FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”), FOREFRONT GROUP, INC., a Florida corporation formerly known as Datrek Professional Bags, Inc. (“ForeFront Group”), MILLER GOLF COMPANY, a Florida corporation formerly known as Miller Acquisition, Inc. (“Miller”), FOREFRONT BURTON, INC., a Florida corporation (“ForeFront Burton”), and FOREFRONT DEVANT, INC., a Florida corporation (“ForeFront Devant”; ForeFront Group, Miller, ForeFront Burton and ForeFront Devant are referred to herein individually as a “Borrower” and collectively as the “Borrowers”).
FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 27th, 2006 • Forefront Holdings, Inc. • Sporting & athletic goods, nec
THIS FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of this 20th day of December, 2006, by and between FOREFRONT HOLDINGS, INC., a Florida corporation, formerly known as Datrek Miller International, Inc. (the “Company”), and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (the “Purchaser”).
