AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2023 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2023 (this “Agreement”), is made by and among Blue Horizon Partners, Inc., an Oklahoma corporation (“Parent”), Blue Horizon Partners Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Patriot Transportation Holding, Inc., a Florida corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.1 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • February 2nd, 2015 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made the 30th day of January, 2015, between FRP HOLDINGS, INC., a Florida corporation (“FRP”), and PATRIOT TRANSPORTATION HOLDING, INC., a Florida corporation formerly known as New Patriot Transportation Holding, Inc. (“Patriot”). Capitalized terms used in this Agreement have the meaning ascribed to such terms in Article 1 hereof.
2015 CREDIT AGREEMENT dated as of January 30, 2015 between PATRIOT TRANSPORTATION HOLDING, INC. as Borrower and WELLS FARGO BANK, N.A. as LenderCredit Agreement • May 15th, 2015 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS 2015 CREDIT AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2015, by and among PATRIOT TRANSPORTATION HOLDING, INC., a Florida corporation formerly known as New Patriot Transportation Holding, Inc. (the “Borrower”) and WELLS FARGO BANK, N.A. (the “Lender”).
TAX MATTERS AGREEMENTTax Matters Agreement • February 2nd, 2015 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS TAX MATTERS AGREEMENT is entered into as of the 30th day of January, 2015, between FRP HOLDINGS, INC. (“FRP”), a Florida corporation, on behalf of itself and the members of the FRP Group, as defined below, and PATRIOT TRANSPORTATION HOLDING, INC. (“Patriot”), a Florida corporation, on behalf of itself and the members of the Patriot Group, as defined below.
PATRIOT TRANSPORTATION HOLDING, INC. Joint Filing Agreement ----------------------Patriot Transportation Holding, Inc. • February 14th, 2020 • Trucking & courier services (no air)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Act"), CLB 1965 LLC and Cynthia P. Ogden hereby agree to file jointly the statement on this Schedule 13G (this "Schedule 13G") to which this Agreement is attached and any further amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Act.
New Patriot Transportation Holding, Inc. 10-12BALetter Agreement • October 30th, 2014 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This letter agreement (this "Agreement") sets forth our agreement regarding the benefits to which you will be entitled in the event that (i) Patriot sells all of the stock or assets of Florida Rock & Tank Lines, Inc. ("FRTL") to an unaffiliated third party, or (ii) a Change of Control (as defined in Section 11.2(b)(i) of Patriot's 2006 Stock Incentive Plan) occurs.
Loan AgreementSecurity Agreement • August 6th, 2015 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This Loan Agreement (the “Agreement”) is made this 13th day of May, 2015 (the “Effective Date”) by and between BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”), and:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 2nd, 2015 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
IRREVOCABLE PROXY AND AGREEMENTProxy and Agreement • November 1st, 2023 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
This Irrevocable Proxy and Agreement (this “Proxy and Agreement”), granted and entered into as of November 1, 2023, by each of the Persons set forth on Exhibit A (each, a “Stockholder” and, collectively, the “Stockholders”) to and with each of the members of the Company Board who is not a Stockholder (each a “Proxy Holder”) of Patriot Transportation Holding, Inc., a Florida corporation (the “Company”), and the Company. Capitalized terms used but not defined herein will have the meanings given to them in the Merger Agreement (as defined below).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 2nd, 2015 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made as of January 30, 2015, between FRP Holdings, Inc., a Florida corporation (“FRP”) and Patriot Transportation Holding, Inc., a Florida corporation (“Patriot”).
April 6, 2017 Robert E. Sandlin Patriot Transportation Holding, Inc.Letter Agreement • August 10th, 2017 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air)
EMPLOYEE MATTERS AGREEMENT by and between FRP HOLDINGS, INC. and PATRIOT TRANSPORTATION HOLDING, INC. Dated as of [ * ], 2014Employee Matters Agreement • October 2nd, 2014 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made as of [*], 2014, between FRP Holdings, Inc., a Florida corporation (“FRP”) and Patriot Transportation Holding, Inc., a Florida corporation (“Patriot”).
FIRST AMENDMENT TO 2015 CREDIT AGREEMENTCredit Agreement • February 1st, 2019 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air)
2021 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 14th, 2021 • Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
THIS 2021 AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2021, by and among PATRIOT TRANSPORTATION HOLDING, INC., a Florida corporation formerly known as New Patriot Transportation Holding, Inc. (the “Borrower”) and WELLS FARGO BANK, N.A. (the “Lender”).
TRANSITION SERVICES AGREEMENT by and betweenTransition Services Agreement • October 2nd, 2014 • New Patriot Transportation Holding, Inc. • Trucking & courier services (no air) • Florida
