MANAGEMENT AGREEMENTManagement Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York
This MANAGEMENT AGREEMENT (“Agreement”) is made as of the 30th day of December, 2016 by and between 1-800 NY BULBS LIMITED, a New York corporation with its principal place of business located at 620 Fayette Avenue, Mamaroneck, N.Y. 10543 (the “Company”), and NY BULBS MANAGEMENT LLC, a New York limited liability company having its principal place of business at 9 Tyler Road, Scarsdale, N.Y. 10583 (the “Manager”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment
This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 30th day of December, 2016 (the “Effective Date”), by and between TARSIER LTD, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), TARSIER SYSTEMS LTD., a corporation incorporated under the laws of the State of New York (the “Corporate Guarantor”) (the Borrower and the Corporate Guarantor hereinafter sometimes collectively referred to as the “Credit Parties”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).
ESCROW AGREEMENTEscrow Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York
This Escrow Agreement (the “Agreement”), dated as of December 30, 2016, is by and among each of Randall D. Satin and Lawrence Merson (each, a “Seller” and, collectively, the “Sellers”); Tarsier Ltd., a Delaware corporation ( “Buyer”); and Westerman Ball Ederer Miller & Sharfstein, LLP and its agents (“Westerman Ball” or the “Escrow Agent”). Reference is made to that certain Stock Purchase Agreement dated as of December 30, 2016 (the “Purchase Agreement”) by and between Sellers and Buyer. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Purchase Agreement.
STOCK PURCHASE AGREEMENT AMONG TARSIER LTD. AND Mr. Randall D. Satin AND MR. Lawrence Merson December 30, 2016 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 30, 2016 (the “Effective Date”), by and among TARSIER LTD., a Delaware corporation with a principal business address at 655 Madison Avenue, 3rd Floor, New York, NY 10065 (“Buyer”), and Mr. Randall D. Satin, an individual residing at 9 Tyler Road, Scarsdale, NY 10583 (“Satin”), and Mr. Lawrence Merson, an individual residing at 132 Saxon Woods Road, Scarsdale, NY 10583 (“Merson” and, together with Satin, “Sellers” and each a “Seller”). Buyer and Sellers are referred to collectively herein as the “Parties”.
