Omega Flex, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 4th, 2020 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This Indemnification Agreement (this “Agreement”) is made as of _________________, 20___, by and between Omega Flex, Inc., a Pennsylvania corporation (the “Company”), and _____________________ (the “Indemnitee”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 9th, 2020 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This Change of Control Agreement is made as of March 1, 2019, by and between Omega Flex, Inc., a Pennsylvania corporation (the Company”) and _________(the “Employee”) to take effect only if and at such time that the Board of Directors of the Company (the “Board”) has authorized or ratified this Agreement pursuant to Section 11 hereof.

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EMPLOYMENT AGREEMENT
Employment Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the ___ day of ______, 1996, by and between Kevin R. Hoben, a Connecticut resident, (“Employee”) and Omega Flex, Inc., a Pennsylvania corporation (the “Company”), whose principal office is located at 451 Creamery Way, Exton, Pennsylvania 19341-2509.

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This Amended and Restated Committed Revolving Line of Credit Note replaces and supersedes an Amended and Restated Committed Revolving Line of Credit Note dated December 30, 2010. AMENDED AND RESTATED COMMITTED REVOLVING LINE OF CREDIT NOTE
Committed Revolving Line of Credit Note • December 29th, 2014 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts
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EMPLOYMENT AGREEMENT of MARK F. ALBINO
Employment Agreement • March 18th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Connecticut

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 15, 2008 and effective as of the Effective Date (as defined below) is made between OMEGA FLEX, INC., a Pennsylvania corporation (the “Company”), and Mark F. Albino (“Executive”).

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Dated 15 March 2013
Settlement Agreement • March 27th, 2013 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

Defendant B a company incorporated in England and Wales (registered number _____) whose registered office is at _________ ("Defendant B"); and

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TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • July 19th, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This Transitional Services Agreement (this “Agreement”) is entered into as of the ___ day of __________, 2005, by and between OMEGA FLEX, INC., a Pennsylvania corporation (“Omega”), and MESTEK, INC., a Pennsylvania corporation, (“Mestek”). Mestek is sometimes referred to herein as “Service Company”.

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SECOND AMENDMENT TO THE LOAN AGREEMENT
Loan Agreement • November 5th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (the “Second Amendment”), dated September 4, 2009 is between SOVEREIGN BANK, a federal savings bank with a usual office at 1350 Main Street, Springfield, Massachusetts (hereinafter referred to as the “Lender”), and OMEGA FLEX, INC., a Pennsylvania corporation with an usual place of business and mailing address at 213 Court Street, Suite 701, Middletown, Connecticut (hereinafter referred to as the “Borrower”).

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PROMISSORY NOTE
Promissory Note • August 7th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

FOR VALUE RECEIVED, MESTEK, INC., a Pennsylvania corporation, having a place of business at 260 North Elm St., Westfield, MA, 01085 (hereinafter "Borrower"), does hereby promise to pay to the order of OMEGA FLEX, INC., a Pennsylvania corporation (hereinafter "Lender"), at its offices in Exton, Pennsylvania, or such other place as the holder hereof may designate, on or before October 20, 2010 (“Maturity Date”), the principal sum of Three Million Two Hundred Forty Nine Thousand Six Hundred Fifteen and 00/100 Dollars ($3,249,615.00), and to pay interest on the unpaid principal balance hereof at six percent (6%) per annum. Interest shall commence on the date of this Note and shall be payable monthly in arrears on the first day of each month, commencing on the first day of the month immediately following the date of this Note, and continuing until all principal amounts due hereunder are paid in full. The Borrower shall have the right to prepay the principal amount of this Note in whole or i

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OMEGA FLEX, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT
Restricted Stock Unit Award Agreement • December 13th, 2018 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This restricted stock unit award (the “Award”) is granted under and governed by the Terms and Conditions of Restricted Stock Unit Award, which are attached hereto and incorporated herein by reference.

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PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • November 7th, 2022 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS PHANTOM STOCK AGREEMENT effective as of [DATE], 20[ ] is between Omega Flex, Inc., a Pennsylvania corporation (“Company”), and [GRANTEE] (“Recipient”).

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SHAREHOLDER AGREEMENT
Shareholder Agreement • July 19th, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

THIS SHAREHOLDERS AGREEMENT is made effective as of the 1st day of July, 1996, and is among and for the benefit of Mestek, Inc., a Pennsylvania corporation, and any individuals granted stock options under the Omega Flex 1996 Stock Option Plan each of whom shall become a signatory to and be bound by this Agreement (collectively, the “Shareholders”). The Shareholders own or will upon exercise own all of the issued and outstanding common stock of Omega Flex, Inc., a Pennsylvania corporation (the “Corporation”) as such shareholding is set forth from time to time on Exhibit A attached hereto. In consideration of the mutual covenants and promises set forth herein, the Shareholders agree as follows:

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INDEMNITY AGREEMENTS BETWEEN OMEGA FLEX, INC. AND ITS OFFICERS AND DIRECTORS
Indemnification Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures
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SECOND) AMENDMENT TO THE LOAN AGREEMENT
Loan Agreement • December 29th, 2014 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

SECOND AMENDMENT made with an effective date as of this 29th day of December, 2014 (the “Second Amendment”) to the Loan Agreement made as of December 17, 2009, as amended by a First Amendment to Loan Agreement dated December 30, 2010 (as amended, the “Loan Agreement”), by and between SANTANDER BANK, N.A. (as successor in interest to Sovereign Bank), a national association, with an usual office at 115 Asylum Street, Hartford, Connecticut (hereinafter referred to as the “Lender”), and OMEGA FLEX, INC., a Pennsylvania corporation with an usual place of business and mailing address at 213 Court Street, Suite 701, Middletown, Connecticut (hereinafter referred to as the “Borrower”).

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AMENDED AND RESTATED LOAN AGREEMENT by and between OMEGA FLEX, INC. and SANTANDER BANK, N.A. JULY 3, 2023 AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • July 5th, 2023 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

Any increase or decrease in the Applicable Margin resulting from a change in the Funded Debt to EBITDA Ratio shall become effective as of the first Business Day immediately following the date a Covenant Compliance Certificate is delivered pursuant to this Agreement; provided, however, that if a Covenant Compliance Certificate is not delivered when due in accordance with this Agreement, then, Pricing Level 1 shall apply, in each case as of the first Business Day after the date on which such Covenant Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Covenant Compliance Certificate is delivered.

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement • November 13th, 2007 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts

This Separation Agreement and Release (the “Agreement”) is entered into between Duane E. Shooltz (“Shooltz”) and Omega Flex, Inc., a Pennsylvania corporation (“Omega Flex” or the “Company”) on October 1, 2007.

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FIRST AMENDMENT TO THE LOAN AGREEMENT
Loan Agreement • March 10th, 2011 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

FIRST AMENDMENT made with an effective date as of this 30th day of December, 2010 (the “First Amendment”) to the Loan Agreement made as of December 17, 2009 by and between SOVEREIGN BANK, a federal savings bank with an usual office at 1350 Main Street, Springfield, Massachusetts (hereinafter referred to as the “Lender”), and OMEGA FLEX, INC., a Pennsylvania corporation with an usual place of business and mailing address at 213 Court Street, Suite 701, Middletown, Connecticut (hereinafter referred to as the “Borrower”).

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LOAN AGREEMENT
Loan Agreement • November 13th, 2007 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts

THIS LOAN AGREEMENT is made as of September 4, 2007 by and between SOVEREIGN BANK, a federal savings bank with an usual office at 1350 Main Street, Springfield, Massachusetts (hereinafter referred to as the “Lender”), and OMEGA FLEX, INC., a Pennsylvania corporation with an usual place of business and mailing address at 213 Court Street, Suite 701, Middletown, Connecticut (hereinafter referred to as the “Borrower”).

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SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of ___________, 2005, between Mestek, Inc., a Pennsylvania corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VII hereof.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 17th, 2010 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts

LOAN AND SECURITY AGREEMENT made this 17th day of December 2009 by and between OMEGA FLEX, INC., a Pennsylvania corporation with a usual address of 213 Court Street, Suite 701, Middletown, Connecticut (the “Borrower”) and SOVEREIGN BANK, a federal savings bank with a usual address of 1350 Main Street, Springfield, Massachusetts (hereinafter referred to as the "Bank").

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 24th, 2014 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of January 1, 2014 is made between OMEGA FLEX, INC., a Pennsylvania corporation (the “Company”), and MARK F. ALBINO (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2006 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 27th day of March, 2006, by and between Duane E. Shooltz, a Massachusetts resident, (“Employee”) and Omega Flex, Inc., a Pennsylvania corporation (the “Company”), whose principal office is located at 451 Creamery Way, Exton, Pennsylvania 19341-2509.

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SUBORDINATION AGREEMENT
Subordination Agreement • August 7th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts

This Subordination Agreement is made as of June 10, 2009 by and between OMEGA FLEX, INC., a Pennsylvania corporation (the “Subordinated Lender”) and BANK OF AMERICA, N.A., as Agent (the “Agent”), pursuant to the terms of a certain Amended and Restated Credit Agreement dated as of October 19, 2007, as amended by a First Amendment to Amended and Restated Credit Agreement dated as of November 30, 2007, as further amended by a Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof (as same may be further amended from time to time, the “Credit Agreement”) with Mestek, Inc., a Pennsylvania corporation (the “Borrower”) and certain Lenders named therein from time to time (the “Lenders”).

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REVOLVING LINE OF CREDIT NOTE
Revolving Line of Credit Note • November 13th, 2007 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts
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INDEMNITY AGREEMENT
Indemnification Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS INDEMNITY AGREEMENT (the “Agreement”) is entered into as of this ___ day of ________, 2005, by and between Omega Flex, Inc. (the “Company”), a Pennsylvania corporation, and _______________ , (hereinafter referred to as “Indemnitee”).

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CONSULTING AGREEMENT
Consulting Agreement • May 14th, 2008 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS CONSULTING AGREEMENT is made of May 19, 2008 by and between Omega Flex, Inc. (the “Principal”), having a principal place of business at 213 Court St., S. 701, Middletown, Ct, 06457 and E. Lynn Wilkinson (the “Consultant”), a natural person with a principal residence at 2 Friendly Pines Ln., Kennbunk, ME 04043.

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STIPULATION AND SETTLEMENT AGREEMENT
Settlement Agreement • September 6th, 2006 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

This Stipulation and Settlement Agreement (“Agreement”) is entered into by Matt Lovelis, Roger Wingfield, Donnie Sealy and Mark Bledsoe (collectively, “Class Representatives”), on behalf of themselves and each of the Settlement Class Members defined below, and Titeflex Corporation, Ward Manufacturing, Inc., OmegaFlex, Inc. and Parker Hannifin Corp. (collectively, “Settling Defendants”).

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SECOND AMENDED AND RESTATED COMMITTED REVOLVING LINE OF CREDIT NOTE
Committed Revolving Line of Credit Note • July 5th, 2023 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania
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INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT
Indemnification & Liability • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT (this “Agreement”) is entered into as of __________, 2005, by and between Mestek, Inc., a Pennsylvania corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”). Certain capitalized terms used herein are defined in Article VI. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement (defined below).

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PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • April 2nd, 2007 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

THIS PHANTOM STOCK AGREEMENT effective this 11th day of December, 2006 is between OMEGA FLEX, INC, a Pennsylvania corporation ("Company"), and __________________ (“Recipient”).

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SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 31st, 2006 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This agreement, made and entered into this 21st day of April, 1993, by and between Omega Flex, Inc., a Corporation organized and existing under the laws of the State of Pennsylvania, hereinafter referred to as “Corporation”, and Steven A. Treichel, a Key Employee and Executive of the Corporation, hereinafter referred to as “Executive”.

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TAX RESPONSIBILITY ALLOCATION AGREEMENT
Tax Responsibility Allocation Agreement • June 22nd, 2005 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania

This Tax Responsibility Allocation Agreement (the “Agreement”) is dated as of _____, 2005, between Mestek, Inc., a Pennsylvania Corporation (“Mestek”), and Omega Flex, Inc., a Pennsylvania corporation (“Omega”) either or both of which may be a “party” or “parties”.

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AMENDMENT 1 to the RULE 10B5-1 REPURCHASE PLAN
Rule 10b5-1 Repurchase Plan • November 5th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 24th, 2014 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of January 1, 2014 is made between OMEGA FLEX, INC., a Pennsylvania corporation (the “Company”), and KEVIN R. HOBEN (“Executive”).

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