NV5 GLOBAL, INC. (A Delaware corporation) 1,612,903 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • NV5 Global, Inc. • Services-miscellaneous business services • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 20, 2019 amongCredit Agreement • December 23rd, 2019 • NV5 Global, Inc. • Services-miscellaneous business services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 20, 2019 among NV5 GLOBAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
1,700,000 Shares NV5 GLOBAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2016 • NV5 Global, Inc. • Services-miscellaneous business services • California
NV5 Global, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or, each an “Underwriter”) an aggregate of 1,700,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 255,000 additional shares (the “Option Shares”) of the Company’s Common Stock as may be necessary to cover over-allotments made in connection with the offering (the Firm Shares and the Option Shares are herein collectively called the “Shares”). Roth Capital Partners, LLC (“Roth”) is acting as representative of the several Underwriters (in such capacity, the “Representative.”
NV5 GLOBAL, INC. (A Delaware corporation) 1,270,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2018 • NV5 Global, Inc. • Services-miscellaneous business services • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) Merrill Lynch and Roth receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • January 28th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • California
THIS BUSINESS LOAN AGREEMENT dated March 16, 2012, is made and executed between NV5, Inc., a Delaware corporation (“Borrower”) and Torrey Pines Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
NV5 GLOBAL, INC. RESTRICTED STOCK UNITS AGREEMENT (Non-Employee Director)Restricted Stock Units Agreement • February 23rd, 2024 • NV5 Global, Inc. • Services-miscellaneous business services • Delaware
NV5 Global, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the NV5 Global, Inc. 2023 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the term
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • Delaware
This Indemnity Agreement, dated as of , 20 , is made by and between NV5 Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
NV5 GLOBAL, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 23rd, 2024 • NV5 Global, Inc. • Services-miscellaneous business services • Delaware
NV5 Global, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the NV5 Global, Inc. 2023 Equity Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Gran
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 13, 2021 among NV5 GLOBAL, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender...NV5 Global, Inc. • August 17th, 2021 • Services-miscellaneous business services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 13, 2021 among NV5 GLOBAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 27th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (“Warrant Agreement”), dated as of September 24, 2013, by and between NV5 HOLDINGS, INC., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).
FIRST AMENDMENTEmployment Agreement • August 14th, 2015 • NV5 Holdings, Inc. • Services-miscellaneous business services
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into on this 11th day of August, 2015, by and between NV5, Inc., a Delaware corporation (the “Company”), and Michael Rama (hereinafter called the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2017 • NV5 Global, Inc. • Services-miscellaneous business services • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2017, by and between NV5 Global, Inc. a Delaware corporation (the “Company”), and Dickerson Wright (hereinafter called the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • Florida
THIS AGREEMENT is made as of 1st day of October, 2010 between VERTICAL V, INC. a Delaware corporation (“Company”), and ALEXANDER HOCKMAN (“Executive”), a resident of the State of Florida.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 7th, 2019 • NV5 Global, Inc. • Services-miscellaneous business services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of November [6], 2019, by and among (i) NV5 Global, Inc., a Delaware corporation (“Parent”), (ii) NV5 Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Geospatial Holdings Inc., a Delaware corporation (the “Company”), and (iv) Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the “Representative”). Parent, Merger Sub, the Company and, as applicable, the Representative are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE X.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATANV5 Holdings, Inc. • April 14th, 2015 • Services-miscellaneous business services
On January 30, 2015, NV5 Holdings, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) with Joslin, Lesser & Associates, Inc. (“JLA”), a Massachusetts corporation, each of the holders of issued and outstanding shares of JLA (“the Sellers”), and Stuart D. Lesser, solely in his capacity as the stockholder representative, to acquire all of the outstanding equity interests in JLA for an aggregate purchase price consideration of up to $5.5 million, subject to adjustments in accordance with the terms of the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • NV5 Global, Inc. • Services-miscellaneous business services • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024, by and between NV5, Inc. a Delaware corporation (the “Company”), and Alexander Hockman (“Executive”) together with the Company, the “Parties” and, each, a (“Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 10th, 2019 • NV5 Global, Inc. • Services-miscellaneous business services • Florida
This Employment Agreement is effective 6th day of June, 2019 between NV5, INC., a Delaware corporation (“Company”), and Edward Codispoti (“Executive”) a resident of Florida (“Employment Agreement”).
SECOND AMENDMENT TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 24th, 2015 • NV5 Holdings, Inc. • Services-miscellaneous business services
THIS SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT (this “Second Amendment”) is made as of July 20, 2015 (“Effective Date”), by and between NV5 HOLDINGS, INC., a Delaware corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), who agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2010 (the “Effective Date”), by and between GEORGE S. NOLTE. JR., an individual resident of the State of California (“George Nolte”), and GEORGE S. NOLTE, JR. AND JACQUELINE A. NOLTE, AS TRUSTEES OF THE NOLTE FAMILY TRUST u/t/a dated March 28, 1989, as amended and restated August 20, 2001 (the “Trust”) (George Nolte and the Trust are collectively referred to herein as, the “Seller”), and VERTICAL V, INC., a Delaware corporation (“Buyer”).
THIRD AMENDMENT EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • NV5 Global, Inc. • Services-miscellaneous business services
THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into on this 1st day of March 2024, by and between NV5 Holdings, Inc., a Delaware corporation (the “Company”), and MaryJo OBrien (hereinafter called the “Employee”).
FIRST AMENDMENTEmployment Agreement • July 10th, 2019 • NV5 Global, Inc. • Services-miscellaneous business services
1,400,000 Units NV5 HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • California
NV5 Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 1,400,000 units (the “Firm Units”), each unit consisting of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock, on the terms as described in the Prospectus, as defined below (each, a “Warrant” and collectively, the “Warrants”). The Company has granted the Underwriter the option to purchase an aggregate of up to 210,000 additional units (the “Option Units”) of the Company’s securities as may be necessary to cover over-allotments made in connection with the offering (the Firm Units and the Option Units are herein collectively called the “Underwritten Units”). The units (each, a “Unit” and collectively, the “Units”), the shares of Common Stock underlying the Units (the “Shares”), the Warrants and
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2018 • NV5 Global, Inc. • Services-miscellaneous business services • Florida
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2018, by and between NV5 Global, Inc. a Delaware corporation (the “Company”), and Dickerson Wright (hereinafter called the “Executive”).
FIRST AMENDMENT TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 9th, 2014 • NV5 Holdings, Inc. • Services-miscellaneous business services
THIS FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (this “First Amendment”) is made as of September 3, 2014 (“Effective Date”), by and between NV5 HOLDINGS, INC., a Delaware corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”), who agree as follows:
November 6, 2019 NV5 Global, Inc.Existing Credit Agreement • November 7th, 2019 • NV5 Global, Inc. • Services-miscellaneous business services
STOCK PURCHASE AGREEMENT by and among JOSLIN, LESSER & ASSOCIATES, INC., as the Company, EACH OF THE STOCKHOLDERS OF JOSLIN, LESSER & ASSOCIATES, INC., as Company Stockholders, THE STOCKHOLDER REPRESENTATIVE and NV5 HOLDINGS, INC., as Buyer January...Stock Purchase Agreement • February 3rd, 2015 • NV5 Holdings, Inc. • Services-miscellaneous business services • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of January 30, 2015, by and among (i) JOSLIN, LESSER & ASSOCIATES, INC., a Massachusetts corporation (the “Company”), (ii) each of the holders of issued and outstanding shares of capital stock of the Company (the “Company Stockholders”), (iii) Stuart D. Lesser, solely in his capacity as the Stockholder Representative, as appointed pursuant to Section 9.1 hereof (the “Stockholder Representative”), and (iv) NV5 HOLDINGS, INC., a Delaware corporation, or its assigns (“Buyer”). Buyer, the Company, the Company Stockholders and the Stockholder Representative are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENT by and among J.B.A. CONSULTING ENGINEERS, INC., as the Company, EACH OF THE STOCKHOLDERS OF J.B.A. CONSULTING ENGINEERS, INC., as Company Stockholders, THE STOCKHOLDER REPRESENTATIVE and NV5 GLOBAL, INC., as Buyer October 25, 2016Stock Purchase Agreement • October 28th, 2016 • NV5 Global, Inc. • Services-miscellaneous business services • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of October 25, 2016, by and among (i) J.B.A. CONSULTING ENGINEERS, INC., a Nevada corporation (the “Company”), (ii) each of the holders of issued and outstanding shares of capital stock of the Company (the “Company Stockholders”), (iii) Carl Von Hake, solely in his capacity as the Stockholder Representative, as appointed pursuant to Section 9.1 hereof (the “Stockholder Representative”), and (iv) NV5 GLOBAL, INC., a Delaware corporation, or its assigns (“Buyer”). Buyer, the Company, the Company Stockholders and the Stockholder Representative are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • NV5 Global, Inc. • Services-miscellaneous business services
THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into on this 1st day of March 2024, by and between NV5 Holdings, Inc., a Delaware corporation (the "Company"), and Edward Codispoti (hereinafter called the "Employee").
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2020 • NV5 Global, Inc. • Services-miscellaneous business services
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of May 5, 2020, is made among NV5 GLOBAL, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and the undersigned Guarantors. Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement described below.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2019 • NV5 Global, Inc. • Services-miscellaneous business services
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into on November 8, 2019 between NV5 Global, Inc., a Delaware corporation (“Parent”) and Geospatial Holdings Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2013 • NV5 Holdings, Inc. • Services-miscellaneous business services • Florida
THIS AGREEMENT is made as of 25th day of January, 2012 between NV5, INC. a Delaware corporation (“Company”), and Michael Rama (“Executive”), a resident of the State of Florida.
STOCK PURCHASE AGREEMENT by and among THE RBA GROUP, INC., ENGINEERS, ARCHITECTS AND PLANNERS, as the Company, EACH OF THE STOCKHOLDERS OF THE RBA GROUP, INC., ENGINEERS, ARCHITECTS AND PLANNERS, as Company Stockholders, THE STOCKHOLDER REPRESENTATIVE...Stock Purchase Agreement • July 6th, 2015 • NV5 Holdings, Inc. • Services-miscellaneous business services • Delaware
This Stock Purchase Agreement (this “Agreement”) is made as of July 1, 2015, by and among (i) THE RBA GROUP, INC., ENGINEERS, ARCHITECTS AND PLANNERS, a New Jersey corporation (the “Company” or “RBA New Jersey”), (ii) each of the holders of issued and outstanding shares of capital stock of the Company (the “Company Stockholders”), (iii) Neil Bernstein, solely in his capacity as the Stockholder Representative, as appointed pursuant to Section 8.1 hereof (the “Stockholder Representative”), and (iv) NV5 HOLDINGS, INC., a Delaware corporation (“Buyer”). Buyer, the Company, the Company Stockholders and the Stockholder Representative are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among AK ENVIRONMENTAL, LLC, as the Company, AMY B. GONZALES and KELLY S. CALDWELL, as the Company members, and NV5 HOLDINGS, INC., as Buyer March 21, 2014Membership Interest Purchase Agreement • March 26th, 2014 • NV5 Holdings, Inc. • Services-miscellaneous business services • Florida
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of March 21, 2014, by and among (i) AK ENVIRONMENTAL, LLC, a North Carolina limited liability company (the “Company”), (ii) AMY B. GONZALES and KELLY S. CALDWELL, as the sole members of the Company (individually a “Member”, and collectively, the “Members”), and (iii) NV5 HOLDINGS, INC., a Delaware corporation (“Buyer”). Buyer, the Company, and the Members are sometimes referred to separately in this Agreement as a “Party” and collectively as the “Parties.”
BUSINESS LOAN AGREEMENT Dated as of January 31, 2014 Between NV5 HOLDINGS, INC., a Delaware corporation, as Borrower and WESTERN ALLIANCE BANK, an Arizona corporation, as LenderBusiness Loan Agreement • February 5th, 2014 • NV5 Holdings, Inc. • Services-miscellaneous business services • California
THIS BUSINESS LOAN AGREEMENT (“Agreement”) is made and entered into as of January 31, 2014 (“Effective Date”), by NV5 HOLDINGS, INC., a Delaware corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”).
