CREDIT AND SECURITY AGREEMENT dated as of May 10, 2017 by and among Appliance Recycling Centers of America, Inc., ApplianceSmart, Inc., ARCA Recycling, Inc. and Customer Connexx LLC each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL...Credit and Security Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Maryland
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 18, 2017, is entered into by and among Appliance Recycling Centers of America, Inc., a Minnesota corporation (the “Parent”), Appliance Recycling Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), GeoTraq Inc., a Nevada corporation (the “Company”), the undersigned stockholders of the Company (each, a “Stockholder,” and, collectively, the “Stockholders”), and the Stockholders’ Representative (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Delaware
August 14, 2017 Appliance Recycling Centers of America, Inc., as Borrower Representative Minneapolis, MN 55343 Attn: Mr. Tony IsaacAppliance Recycling Centers of America Inc /Mn • August 21st, 2017 • Retail-home furniture, furnishings & equipment stores
Re: Credit and Security Agreement dated as of May 10, 2017 (as amended, modified and restated from time to time, the “Credit Agreement”) by and among Appliance Recycling Centers of America, Inc., a Minnesota corporation, ApplianceSmart, Inc., a Minnesota corporation, ARCA Recycling, Inc., a California corporation, Customer Connexx LLC, a Nevada limited liability company, and the other borrower parties thereto from time to time (collectively, the "Borrowers"), MidCap Funding X Trust, a Delaware statutory trust (the “Agent”), as assignee of MidCap Financial Trust, acting in its capacity as the administrative agent for itself and certain other "Lender" parties to the hereinafter referenced Loan Agreement from time to time (collectively, “Lenders”)
PATENT LICENSE AGREEMENTPatent License Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Delaware
THIS PATENT LICENSE AGREEMENT (this "'PLA") is made and entered into as of August 14, 2017 (the "Effective Date") by and between Appliance Recycling Centers of America, Inc. ("Licensor''), a Minnesota corporation with a principal place of business in Minneapolis, Minnesota, and Recleim PA, LLC ("Licensee"), a Delaware limited liability company with a principal place of business in Atlanta, Georgia Licensor and Licensee are referred to herein collectively as the “Parties” and each individually as a "Party".
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into on August 15, 2017, between 4301 Operations, LLC, a Delaware limited liability company (“Buyer”) and Appliance Recycling Centers of America, Inc., a Minnesota corporation (“Seller”). Buyer and Seller are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
pledge AGREEMENTPledge Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of May 10, 2017, by and between APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation (“Pledgor”), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as agent (in such capacity, together with its successors and assigns, “Agent”) for itself and the other Lenders (as defined herein).
Attn: Mr. Tony Isaac Re: Certain Closing AgreementsLetter Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Delaware
This letter agreement (this "Agreement") is being entered into in connection with the closing (the "Closing") of the transactions contemplated by (i) the Equity Purchase Agreement, dated as of the date hereof, between 4301 Operations, LLC, a Delaware limited liability company, and Appliance Recycling Centers of America, Inc., a Minnesota corporation ("ARCA"), and (ii) the Asset Purchase Agreement (the "APA"), dated as of the date hereof, between ARCA Advanced Processing, LLC, a Minnesota limited liability company ("AAP"), and Recleim LLC, a Delaware limited liability company (''Recleim").
REVOLVING LOAN NOTEAppliance Recycling Centers of America Inc /Mn • August 21st, 2017 • Retail-home furniture, furnishings & equipment stores
FOR VALUE RECEIVED, each of APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation, APPLIANCESMART, INC., a Minnesota corporation, ARCA RECYCLING, INC., a California corporation and CUSTOMER CONNEXX LLC, a Nevada limited liability company (individually, each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally unconditionally promises to pay to the order of MIDCAP FINANCIAL TRUST, a Delaware statutory trust (together with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at c/o MidCap Financial Services, LLC, as servicer, 7255 Woodmont Avenue, Suite 200, Bethesda, Maryland 20814, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, in the principal sum of Twelve Million and No/100 Dollars ($12,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans made or deemed made by Lender to
