Piggyback Registration Rights AgreementPiggyback Registration Rights Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Piggyback Registration Rights Agreement (this “Agreement”) is made as of [_______], 2019 (the “Effective Date”), by and among Reliability Incorporated, a Texas corporation (the “Company”) and the investors as set forth on the signature pages hereto, and each other person or entity who may join this Agreement following the Effective Date as set forth in Section 7 (each, an “Investor” and collectively the “Investors”). Each of the Company and each Investor may be referred to herein individually as a “Party” and collectively as the “Parties.”
Securities Purchase Agreement by and among The Maslow Media Group, Inc. and The Investor Named HereinSecurities Purchase Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Florida
This Securities Purchase Agreement (together with the Exhibits attached hereto, this “Agreement”), dated as of the date first set forth above (the “Closing Date”), is entered into by and among The Maslow Media Group, Inc., a Virginia corporation (the “Company”), and the investor listed on the signature page hereto (the “Investor”). The Company and the Investor may be referred to herein individually as a “Party” and collectively as the “Parties.”
JOINDER AGREEMENTJoinder Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
The undersigned is executing and delivering this Joinder Agreement (this “Joinder Agreement”) pursuant to Section 6.10 of that certain Merger Agreement, dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth therein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth therein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth therein (the “Merger Agreement.). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement
DEBT CONVERSION AGREEMENT by and among Reliability Incorporated And Lone Star Value Co-Invest I, LPDebt Conversion Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Debt Conversion Agreement (subject to amendment as set forth herein, and together with the exhibits, schedules and other attachments hereto, this “Agreement”) is entered into as of the date first set forth (such date, the “Effective Date”) by and among (i) Reliability Incorporated, a Texas corporation (the “Company”); and (ii) Lone Star Value Co-Invest I, LP, a Delaware limited partnership (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as a “Party.”
SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • New Jersey
THIS SETTLEMENT AGREEMENT (the “Agreement”) is dated as of December 2018 (the “Effective Date”), by and among CC Business Solutions, a division of Credit Cash NJ, LLC (“Credit Cash”), and The Maslow Media Group, Inc. (“Maslow”), Vivos Holdings, LLC, Vivos Acquisitions, LLC (collectively with Vivos Holdings, LLC, the “Vivos Entities”), Naveen Doki (“Doki”) and Silvija Valleru (“Valleru”) (collectively, the “Parties”).
AMENDMENT TO STIPULATION OF SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Amendment To Settlement Agreement (“Amendment”) as of April 10, 2019 (“Effective Date”), is entered into by and among Libertas Funding LLC located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830, and Kinetic Direct Funders located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830 (hereinafter “Funders”) and the following specific Merchants (hereinafter “Merchants”):
JOINDER AGREEMENTJoinder Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
The undersigned is executing and delivering this Joinder Agreement (this “Joinder Agreement”) pursuant to Section 6.10 of that certain Merger Agreement, dated as of September 18, 2019 (the “Effective Date”), is entered into by and among (i) Reliability Incorporated, a Texas corporation (“Reliability”), (ii) R-M Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of Reliability (“Merger Sub”), (iii) The Maslow Media Group, Inc., a Virginia corporation (“Maslow”), (iv) Jeffrey Eberwein (“Mr. Eberwein”), for the limited purposes as set forth therein; (v) Naveen Doki (“Mr. Doki”) for the limited purposes as set forth therein, and (vii) Silvija Valleru (“Ms. Valleru” and, together with Mr. Doki, the “Shareholders”) for the limited purposes as set forth therein (the “Merger Agreement.). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement
LOCK-UP AGREEMENT (Holder: ___________________) Dated as of [__________], 2019Lock-Up Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between Reliability Incorporated, a Texas corporation (the “Company”) and [_____________________] (the “Holder”).
SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • New York
WHEREAS, on or about December 15,2017, Argus as buyer entered into an Agreement for the Purchase and Sale of Future Receipts with sellers: Metler & Michael Inc, M&M Media Solutions, Inc., The Maslow Media Group, Inc., Healthcare Resource Network, LLC, and Alliance Micro, Inc., as subsequently amended and restated on or about August 27, 2018, to include the additional sellers, Vivos Acquisitions, LLC, 360 IT Professionals Inc. and US IT Solutions Inc., with personal guarantees of performance and confessions of judgment of Naveen Doki and Silvija Valleru (collectively, the “Argus & Metier Agreement”);
ContractFactoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
This First Amendment (“Amendment”) amends the Factoring and Security Agreement made as of November 4, 2016 by and between The Maslow Media Group, Inc. (“Client”) and Advance Business Capital LLC d/b/a Triumph Business Capital (“Company”) as follows, effective as of January 3, 2018. (“Effective Date).
FACTORING AND SECURlTY AGREEMENT AMENDMENT 2Factoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Second Amendment (“Amendment”) amends the Factoring and Security Agreement made as of November 4, 2016 by and between The Maslow Media Group, Inc. (“Client”) and Advance Business Capital LLC d/b/a Triumph Business Capital (“Company”) as follows, effective as of January 19, 2018.
STIPULATION OF SETTLEMENT AGREEMENTSettlement Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals
This Settlement Agreement (“Agreement”) as of October 25, 2018 (“Effective Date”), is entered into by and among Libertas Funding LLC located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830, and Kinetic Direct Funders located at 382 Greenwich Ave, Suite 2, Greenwich, CT 06830 (hereinafter “Funders”) and the following specific Merchants (hereinafter “Merchants”):
AGREEMENT FOR THE CONTINGENT LIQUIDATION OF THE COMMON STOCK OF MASLOW MEDIA GROUP, INC.Contingent Liquidation Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Virginia
This Agreement for the Contingent Liquidation of the Common Stock of Maslow Media Group, Inc., (the “Agreement”), is entered into this 28th day of October, 2019 (the “Effective Date”), by and among the Maslow Media Group, a Virginia corporation with offices at 22 Baltimore Road, Rockville, MD 20850 (“Maslow”), Naveen Doki, an individual residing at 4902 Finchem Court Fairfax, VA 22030 (“Doki”), Silvija Valleru, an individual residing at 6206 Colchester Road, Fairfax, VA 22030 (“Valleru”); Shirisha Janumpally, an individual residing at 4902 Finchem Court, Fairfax, VA 22030 (“Janumpally”), Kalyan Pathuri, an individual residing at 6206 Colchester Road, Fairfax, VA 22030 (“Pathuri”), and Federal Systems, a VA corporation with offices at 4902 Finchem Court, Fairfax, VA 22030 (“Federal”):
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • October 30th, 2019 • Reliability Inc • Instruments for meas & testing of electricity & elec signals • Texas
THIS FACTORING AND SECURITY AGREEMENT (“Agreement”) is made as of November 4, 2016 by and between THE MASLOW MEDIA GROUP, INC, (“Client”) and Advance Business Capita] LLC d/b/a Triumph Business Capital (together with its Affiliates, successors and assigns, “Triumph”), (individually, “Party” and collectively, “Parties”).
