Trans Lux Corp Sample Contracts
Exhibit 1 _____% Convertible Subordinated Notes due 2006 TRANS-LUX CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 1996 • Trans Lux Corp • Miscellaneous manufacturing industries
Exhibit 10(a) AGREEMENT made June 27, 2002, as of the 1st day of June 2002 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards Avenue, Norwalk, Connecticut 06856-5090 (hereinafter called "Employer"), and...Employment Agreement • August 14th, 2002 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
INDENTUREIndenture • March 22nd, 2004 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
This is an amendment and restatement of the AGREEMENT made as of the 1st day of April, 2008 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 26 Pearl Street, Norwalk, Connecticut 06850 (hereinafter called "Employer"),...Employment Agreement • January 6th, 2009 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
CLASS A WARRANT TRANS-LUX CORPORATIONSecurities Agreement • November 18th, 2011 • Trans Lux Corp • Miscellaneous manufacturing industries
THIS CLASS A WARRANT (the “Warrant”) certifies that, for value received, ___________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the one-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trans-Lux Corporation, a Delaware corporation (the “Company”), ___ units (“Units”) of the Company, each Unit consisting of one share of the Company’s common stock, par value $1.00 per share (“Common Stock”) and one warrant (“B Warrant”) to purchase one fully paid and nonassessable share of Common Stock. Each B Warrant included in the Units shall be exercisable for a period of three years from the date hereof at $1.00 per share (subject to adjustment to $0.50 per share as described in the B Warrant). The purchase price of the Units u
CLASS B WARRANT TRANS-LUX CORPORATIONSecurity Agreement • November 18th, 2011 • Trans Lux Corp • Miscellaneous manufacturing industries
THIS CLASS B WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three-year anniversary of the Closing Date of the Offering described in the Purchase Agreement (as hereinafter defined) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trans-Lux Corporation, a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
2 3 3. Indemnity in Third Party Proceedings. The Corporation shall indemnify Indemnitee in accordance with the provisions of this section if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other...Indemnification Agreement • November 4th, 1996 • Trans Lux Corp • Miscellaneous manufacturing industries • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10(a) AGREEMENT (the "Amendment") made as of May 31, 2001 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards Avenue, Norwalk, Connecticut 06856-5090 (hereinafter...Employment Agreement • August 14th, 2001 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
AGREEMENT made as of the 1st day of June 1998 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards Avenue, Norwalk, Connecticut 06856-5090 (hereinafter called "Employer"), and THOMAS F. MAHONEY residing at 19...Employment Agreement • August 11th, 1998 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
Exhibit 10.6 CONSULTING AGREEMENT made as of December 1, 2004, by and between TRANS-LUX CORPORATION, a Delaware corporation, transacting business at 110 Richards Avenue, Norwalk, Connecticut (hereinafter referred to as "TLX"), and MOVING IMAGES, LLC,...Consulting Agreement • March 31st, 2005 • Trans Lux Corp • Miscellaneous manufacturing industries
This is an amendment and restatement of the AGREEMENT made February 22, 2005 effective as of the 1st day of April 2005 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 26 Pearl Street, Norwalk, CT 06850 (hereinafter...Employment Agreement • January 6th, 2009 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
SECOND AMENDMENT AGREEMENT --------------------------Second Amendment Agreement • November 12th, 1996 • Trans Lux Corp • Miscellaneous manufacturing industries
Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this "Agreement") made as of the last date set forth on the signature page hereof between Trans- Lux Corporation, a Delaware corporation (the "Company"), and Hackel Family Associates LLC (the...Subscription Agreement • June 23rd, 2011 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
Exhibit 10(a) DATED March 28, 2003 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 2nd, 2003 • Trans Lux Corp • Miscellaneous manufacturing industries • Delaware
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • June 23rd, 2011 • Trans Lux Corp • Miscellaneous manufacturing industries
Exhibit 10.1 AMENDMENT NO. 15 TO AMENDED AND RESTATED COMMERCIAL LOAN AND ------------------------------------------------------------ SECURITY AGREEMENT AND WAIVER AGREEMENT --------------------------------------- This AMENDMENT NO. 15 TO AMENDED AND...Commercial Loan and Security Agreement • August 18th, 2010 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
Exhibit 10.6 December 7, 2005 Moving Images, LLC c/o David Brandt 113 Buckingham Road Upper Montclair, New Jersey 07043 Gentlemen: Reference is made to your Consulting Agreement effective as of December 1, 2004 as amended by letter dated April 1st,...Consulting Agreement • April 17th, 2006 • Trans Lux Corp • Miscellaneous manufacturing industries
Reference is made to your Consulting Agreement effective as of December 1, 2004 as amended by letter dated April 1st, 2005 ("April 1, 2005 letter"). Notwithstanding anything contained in your agreement to the contrary, you acknowledge and agree that, you are waiving the consulting fee payment for the month of December 2005. Such waiver shall be immediately revoked and the December 2005 consulting fee paid should the pre-tax profits for TLX or EBITDA equal or exceed the respective standards set forth in the April 1, 2005 letter. All other terms and conditions of the Consulting Agreement remain in full force and effect. Please acknowledge below your acceptance of this letter.
EX-10.a AMENDED AND RESTATED AGREEMENT made September 11, 1998 as of July 1, 1998, by and between TRANS-LUX CORPORATION, a Delaware corporation, transacting business at 110 Richards Avenue, Norwalk, Connecticut (hereinafter referred to as "Company"),...Employment Agreement • November 12th, 1998 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
Agreement ---------Seventh Amendment Agreement • May 12th, 1999 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
Agreement ---------Eighth Amendment Agreement • August 16th, 1999 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
EXHIBIT 10.5 SIXTH AMENDMENT AGREEMENT AGREEMENT, made as of November 5, 1998, among TRANS-LUX CORPORATION, a Delaware corporation, TRANS-LUX CONSULTING CORPORATION, a Delaware corporation, TRANS-LUX SIGN CORPORATION, a Delaware corporation, TRANS-LUX...Sixth Amendment Agreement • April 1st, 1999 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2018 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this “Agreement” or the “Employment Agreement”) is made as of the 22nd day of October, 2018, between TRANS-LUX CORPORATION, a Delaware corporation (the “Company”), and TODD DUPEE (the “Employee”).
2- 3 a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director...Indemnification Agreement • November 4th, 1996 • Trans Lux Corp • Miscellaneous manufacturing industries • Delaware
CREDIT AND SECURITY AGREEMENT by and among TRANS-LUX CORPORATION, TRANS-LUX DISPLAY CORPORATION, TRANS-LUX MIDWEST CORPORATION, TRANS-LUX ENERGY CORPORATION, AND ANY ADDITIONAL ENTITY THAT MAY HEREAFTER BE ADDED AS A BORROWER each a Borrower, and...Credit and Security Agreement • July 13th, 2016 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
THIS CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of July 12, 2016, is entered into by and among TRANS-LUX CORPORATION, a Delaware corporation (“Trans-Lux”), TRANS-LUX DISPLAY CORPORATION, a Delaware corporation (“TDC”), TRANS-LUX MIDWEST CORPORATION, an Iowa corporation (“TMC”), TRANS-LUX ENERGY CORPORATION, a Connecticut corporation (“TEC”), and any additional borrower that may hereafter be added to this Agreement (together with Trans-Lux, TDC, TMC, and TEC, individually as a “Borrower,” and collectively as “Borrowers”), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the “Lender”).
EXHIBIT 10 CREDIT AGREEMENT Dated as of August 28, 1995Credit Agreement • November 13th, 1995 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2014 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this "Agreement"), dated as of August 27, 2014, is entered into by and between TRANS-LUX CORPORATION, a Delaware corporation (the "Company") and ALBERTO SHAIO, an individual ("Investor").
3 4 for the balance of the Term pursuant to Paragraphs 3(a) and (b) shall be paid to Brandt in one lump sum ten (10) days after such Notice of termination, in the same aggregate amounts as are so provided in said Paragraphs 3(a) and (b) to be paid for...Employment Agreement • November 4th, 1996 • Trans Lux Corp • Miscellaneous manufacturing industries
As of March 28, 2007 Moving Images, LLC c/o David Brandt 113 Buckingham Road Upper Montclair, New Jersey 07043 Gentlemen: Reference is made to your Consulting Agreement with Trans-Lux Corporation ("TLX") effective as of December 1, 2004 as heretofore...Consulting Agreement • May 18th, 2007 • Trans Lux Corp • Miscellaneous manufacturing industries
Exhibit 10.10 AGREEMENT made February 25, 2005 effective as of the 1st day of April 2005 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards Avenue, Norwalk, CT 06856-5090 (hereinafter called "Employer"), and...Employment Agreement • March 31st, 2005 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
MUTUAL LIEN INTERCREDITOR AGREEMENTMutual Lien Intercreditor Agreement • November 9th, 2017 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
THIS Mutual Lien Intercreditor Agreement (this “Agreement”) dated as of October 10, 2017 is entered into between SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Lender”), and CARLISLE INVESTMENTS INC, a British Virgin Islands company (“Creditor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 3rd, 2014 • Trans Lux Corp • Miscellaneous manufacturing industries • New York
This Asset Purchase Agreement (this "Agreement"), dated as of May 27, 2014, is entered into between ADVANCED CUSTOM ENERGY SOLUTIONS, INC., a Delaware corporation ("Seller") and TRANS-LUX ENERGY CORPORATION, a Connecticut corporation ("Buyer").
CREDIT AGREEMENT between TRANS-LUX CORPORATION, as Borrower and CARLISLE INVESTMENTS INC, as Lender Dated November 6, 2017Credit Agreement • November 9th, 2017 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT, dated November 6, 2017, between TRANS-LUX CORPORATION, having an address at 445 Park Avenue, Suite 2001, New York, New York 10022 (the "Borrower"), and CARLISLE INVESTMENTS INC, with an address at Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town, Tortola, British Virgin Islands. (the "Lender").
Exhibit 14(b) FOUR YEAR LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into as of this 3rd day of June, 2004 by and between 110 Richards Avenue, LLC having a place of business c/o JOAN A. SCHORSCH, 551 East 86th Street, New York,...Lease Agreement • June 10th, 2004 • Trans Lux Corp • Miscellaneous manufacturing industries • Connecticut
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • TRANS LUX Corp • Miscellaneous manufacturing industries • New York
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this “Agreement” or the “Employment Agreement”) is made as of the 27th day of May, 2014, between TRANS-LUX CORPORATION, a Delaware corporation (the “Company”), and DAVID PAVLIK (the “Employee”).
Exhibit 10.2 AGREEMENT made as of the 1st day of April, 2005 by and between TRANS-LUX CORPORATION, a Delaware corporation having an office at 110 Richards Avenue, Norwalk, Connecticut 06856-5090 (hereinafter called "Employer"), and JOHN LONG, residing...Employment Agreement • August 15th, 2005 • Trans Lux Corp • Miscellaneous manufacturing industries • New York