Exhibit 10.4 FORM OF LETTER AGREEMENT ENERGY SERVICES ACQUISITION CORP./CHAPMAN PRINTING CO. Chapman Printing Co. 2450 First Avenue Huntington, West Virginia 25703 Gentlemen: This letter will confirm our agreement that, commencing on the effective...Letter Agreement • April 7th, 2006 • Energy Services Acquisition Corp.
This letter will confirm our agreement that, commencing on the effective date ("EFFECTIVE DATE") of the registration statement for the initial public offering ("IPO") of the securities of Energy Services Acquisition Corp. ("COMPANY") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Chapman Printing Co. shall make available to the Company certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Huntington, West Virginia, as may be required by the Company from time to time, situated at 2450 First Avenue, Huntington, West Virginia 25703 (or any successor location). In exchange therefor, the Company shall reimburse monthly expenses up to the sum of $5,000 per month on the Effective Date and continuing monthly thereafter.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2006 • Energy Services Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of ___, 2006, by and among Energy Services Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Stockholder on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”) and Ferris, Baker Watts, Incorporated (“FBW” and, collectively with the Stockholders, the “Investors”).
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2006 • Energy Services Acquisition Corp. • Blank checks • Maryland
EXECUTION COPY Non-Competition Agreement Between Energy Services Acquisition Corp., S.T. Pipeline, Inc. and Pauletta Sue Shafer WHEREAS, Energy Services Acquisition Corp. (the "Company") and Ms. Shafer acknowledge that an essential element to the...Non-Competition Agreement • January 24th, 2008 • Energy Services Acquisition Corp. • Blank checks • Illinois
EMPLOYMENT AGREEMENT FOR DENNY HARTONEmployment Agreement • January 24th, 2008 • Energy Services Acquisition Corp. • Blank checks • West Virginia
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _______________, 2006 by and between Energy Services Acquisition Corp. (the "COMPANY") and Continental Stock Transfer & Trust Company ("TRUSTEE"). WHEREAS, the Company's...Investment Management Trust Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ________________, 2006 ("AGREEMENT"), by and among ENERGY SERVICES ACQUISITION CORP., a Delaware corporation ("COMPANY"), _______________________ (collectively "INITIAL...Stock Escrow Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
ANDPlan of Merger • February 25th, 2008 • Energy Services Acquisition Corp. • Blank checks • West Virginia
500,000 UNITS OFEnergy Services Acquisition Corp. • April 7th, 2006 • Maryland
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • April 1st, 2022 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Energy Services of America Corporation (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • April 1st, 2022 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Energy Services of America Corporation (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” includes the
Exhibit 4.5 WARRANT AGREEMENT This Agreement made as of__________, 2006 between Energy Services Acquisition Corp., a Delaware corporation, with offices at 2450 First Avenue, Huntington, West Virginia 25703 ("COMPANY"), and Continental Stock Transfer &...Warrant Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
THIS LOAN AGREEMENT is made, entered into and effective as of the 27th day of February, 2016, by ENERGY SERVICES OF AMERICA CORPORATION, a Delaware corporation, C. J. HUGHES CONSTRUCTION COMPANY, INC., a West Virginia corporation, NITRO ELECTRIC...Loan Agreement • May 12th, 2016 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
Until payment in full of the Note and the performance of all other obligations under the Loan Agreement and the other Loan Documents, Borrower agrees that (unless Lender shall otherwise consent in writing, which consent may be withheld in Lender’s sole unfettered discretion.):
WARRANT PLACEMENT AGREEMENTWarrant Placement Agreement • August 11th, 2006 • Energy Services Acquisition Corp. • Blank checks • West Virginia
WARRANT PLACEMENT AGREEMENT (this “Agreement”) made as of this 5th day of April 2006 among Energy Services Acquisition Corp., a Delaware corporation (the “Company”) and the persons set forth at Schedule A (the “Purchasers”).
Exhibit 10.1 FORM OF LETTER AGREEMENT April [__], 2006 Energy Services Acquisition Corp. 2450 First Avenue Huntington, West Virginia 25703 Ferris, Baker Watts, Incorporated 120 Light Street, 8th Floor Baltimore, Maryland 21202 Re: Initial Public...Letter Agreement • April 7th, 2006 • Energy Services Acquisition Corp.
ENERGY SERVICES OF AMERICA CORPORATION EMPLOYMENT AGREEMENT FOR EDSEL R. BURNSEmployment Agreement • February 16th, 2012 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
This employment agreement (“Agreement”) by and between Energy Services of America Corporation, a Delaware corporation (the “Company”) and Edsel R. Burns (“Employee”), is made to be effective as of February 15, 2012 (the “Effective Date”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Energy Services Acquisition Corp. • August 11th, 2006 • Blank checks • Maryland
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY ENERGY SERVICES ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR , 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, , 2011.
FORBEARANCE AGREEMENTForbearance Agreement • May 6th, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
This Forbearance Agreement is made and entered into effective this 3rd day of May, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
LETTER AGREEMENTLetter Agreement • July 19th, 2006 • Energy Services Acquisition Corp. • Blank checks
The undersigned officer and director and stockholder of Energy Services Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
PARTICIPATION AGREEMENT BETWEEN UNITED BANK, INC. (LENDER) AND SUMMIT COMMUNITY BANK (PARTICIPANT) IN CONNECTION WITH $8,813,274.64 TERM NOTE DATED JANUARY 31, 2014 PROVIDED TO ENERGY SERVICES OF AMERICA CORPORATION Nitro Electric Company, Inc....Participation Agreement • February 4th, 2014 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of January, 2014 by and between Summit Community Bank (“Participant”) and United Bank, Inc., a West Virginia banking corporation (“Lender”).
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of __________, 2006, by and among Energy Services Acquisition Corp., a Delaware corporation (the "COMPANY"), the...Registration Rights Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • New York
WARRANTEnergy Services Acquisition Corp. • April 7th, 2006
THIS CERTIFIES THAT, for value received, __________________ is the registered holder of a Warrant or Warrants expiring ___________________, 2011 (the "WARRANT") to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share ("SHARES"), of Energy Services Acquisition Corp., a Delaware corporation (the "COMPANY"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the completion by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (ii) __________________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the condition
WARRANT AGREEMENTWarrant Agreement • July 19th, 2006 • Energy Services Acquisition Corp. • Blank checks • New York
This Agreement made as of , 2006 between Energy Services Acquisition Corp., a Delaware corporation, with offices at 2450 First Avenue, Huntington, West Virginia 25703 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • August 7th, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This Third Amendment to Forbearance Agreement is made and entered into effective this 31st day of July, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
SEVERANCE AGREEMENT, WAIVER AND RELEASE OF ALL CLAIMSSeverance Agreement • May 19th, 2022 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction • West Virginia
THIS SEVERANCE AGREEMENT, WAIVER and RELEASE OF ALL CLAIMS, hereinafter referred to as “Agreement,” is made and entered into as of the 16th day of May, 2022 by and between ENERGY SERVICES OF AMERICA CORPORATION, a Delaware corporation, hereinafter referred to for convenience as “ESA,” having its principal place of business at 75 West Third Avenue, Huntington, West Virginia 25701, and NEIL RIDDLE, hereinafter referred to for convenience as “Riddle.”
SIXTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • December 13th, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This Sixth Amendment to Forbearance Agreement is made and entered into effective this 13th day of December, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
Exhibit 10.7 WARRANT PLACEMENT AGREEMENT WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this 5th day of April 2006 among Energy Services Acquisition Corp., a Delaware corporation (the "Company") and the persons set forth at Schedule A (the...Warrant Placement Agreement • April 7th, 2006 • Energy Services Acquisition Corp. • West Virginia
THIRD OMNIBUS AMENDMENTThis Agreement • August 14th, 2012 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
THIS AGREEMENT is effective as of the 25th day of July, 2012, by and among ENERGY SERVICES OF AMERICA CORPORATION, a Delaware corporation, party of the first part, hereinafter called “Borrower,” and UNITED BANK, INC., a West Virginia banking corporation, party of the second part, hereinafter called “Lender” and C. J. HUGHES CONSTRUCTION COMPANY, INC., a West Virginia corporation, CONTRACTORS RENTAL CORPORATION, a West Virginia corporation, NITRO ELECTRIC COMPANY, INC. , a West Virginia corporation, and S T PIPELINE, INC. , a West Virginia corporation, parties of the third part, hereinafter called “Guarantors.”
FERRIS, BAKER WATTS, INCORPORATED 100 LIGHT STREET BALTIMORE, MARYLAND 21202 SELECTED DEALERS AGREEMENTDealers Agreement • June 19th, 2006 • Energy Services Acquisition Corp. • Blank checks • Maryland
TIME-BASED RESTRICTED STOCK AWARD2022 Equity Incentive Plan • April 1st, 2022 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Energy Services of America Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Exc
May 12, 2006Energy Services Acquisition Corp. • May 16th, 2006 • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("EFFECTIVE DATE") of the registration statement for the initial public offering ("IPO") of the securities of Energy Services Acquisition Corp. ("COMPANY") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Chapman Printing Co. shall make available to the Company certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Huntington, West Virginia, as may be required by the Company from time to time, situated at 2450 First Avenue, Huntington, West Virginia 25703 (or any successor location). In exchange therefor, the Company shall reimburse monthly expenses up to the sum of $5,000 per month on the Effective Date and continuing monthly thereafter.
AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • June 11th, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This Amendment to Forbearance Agreement is made and entered into effective this 5th day of June, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C.J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S.T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
FOURTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • September 9th, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This Fourth Amendment to Forbearance Agreement is made and entered into effective this 6th day of September, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • June 21st, 2013 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
This Second Amendment to Forbearance Agreement is made and entered into effective this 15th day of June, 2013, by and between United Bank, Inc., a West Virginia banking corporation, party of the first part, hereinafter called “Lender”, Energy Services of America Corporation, a Delaware corporation, party of the second part, hereinafter called “Company” or “Borrower”, and C. J. Hughes Construction Company, Inc., a West Virginia corporation, Contractors Rental Corporation, a West Virginia corporation, Nitro Electric Company, Inc., a West Virginia corporation, and S. T. Pipeline, Inc., a West Virginia corporation, parties of the third part, hereinafter called “Guarantors”, the Company and Guarantors sometimes hereinafter collectively called “Obligors”.
OMNIBUS AMENDMENTOmnibus Amendment • August 12th, 2014 • Energy Services of America CORP • Water, sewer, pipeline, comm & power line construction
THIS AGREEMENT is effective as of the 30th day of June, 2014, by and among ENERGY SERVICES OF AMERICA CORPORATION, a Delaware corporation, C. J. HUGHES CONSTRUCTION COMPANY, INC., a West Virginia corporation, CONTRACTORS RENTAL CORPORATION, a West Virginia corporation, NITRO ELECTRIC COMPANY, INC., a West Virginia corporation, and S T PIPELINE, INC., a West Virginia corporation, parties of the first part, hereinafter collectively called “Borrower”, and UNITED BANK, INC., a West Virginia banking corporation, party of the second part, hereinafter called “Lender”, and DOUG REYNOLDS and MARSHALL REYNOLDS, parties of the third part, hereinafter called “Guarantors”.
