Form of Indemnification AgreementForm of Indemnification Agreement • February 3rd, 2021 • Andover National Corp • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this [ ]th day of [ ], 20[ ], by and between Andover National Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ANDOVER NATIONAL CORPORATION A Delaware corporation SUBSCRIPTION AGREEMENT FOR CLASS A COMMON STOCK INSTRUCTIONS TO SUBSCRIBERS ANDOVER NATIONAL CORPORATION a Delaware corporationSubscription Agreement • May 6th, 2019 • Andover National Corp • Services-business services, nec • Delaware
Persons wishing to subscribe for shares of Class A Common Stock, $0.001 par value (“Common Shares”) of ANDOVER NATIONAL CORPORATION, a Delaware corporation (the “Company”) are required to complete the documents listed below as part of this Subscription Agreement. PLEASE DO NOT REMOVE ANY OF THE DOCUMENTS.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2019 • Edgar Express, Inc. • Services-business services, nec • New York
This Employment Agreement (“Agreement”), effective as of November 1, 2018 (the “Effective Date”), is entered into by and among Andover National Corporation, a Delaware corporation (the “Company”) and Jeffrey C. Piermont (“Executive”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • October 1st, 2018 • Edgar Express, Inc. • Services-business services, nec • Utah
This STOCK SUBSCRIPTION AGREEMENT (the “Agreement”), effective as of September 25, 2018 (the “Effective Date”), is by and between Edgar Express, Inc., a Utah corporation (the “Company”), and [ ] (the “Subscriber”, and together with the Company, the “parties” and, each individually, a “party”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among Potter’s Professional Lawn Care, LLC, Potter’s professional lawn care, Inc., nina Potter fernandez, AND Grant PotterAsset Purchase and Contribution Agreement • February 3rd, 2020 • Andover National Corp • Services-business services, nec • Delaware
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2020, by and among Potter’s Professional Lawn Care, LLC, a Delaware limited liability company (“Buyer”), Potter’s Professional Lawn Care, Inc., a Florida corporation (“Seller”) and the Shareholders (defined below).
ASSET AND EQUITY PURCHASE AND CONTRIBUTION AGREEMENT by and among SMITH’S TREE CARE, LLC uTRO cRANE cOMPANY, LLC ANC Green Solutions - Smith’s, LLC sMITH’S tREE cARE, iNC. uTRO CRANE COMPANY, iNC. Z. David sMITH and uWE tROXLERAsset and Equity Purchase and Contribution Agreement • March 4th, 2020 • Andover National Corp • Services-business services, nec • Delaware
THIS ASSET AND EQUITY PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020, by and among Smith’s Tree Care, LLC, a Delaware limited liability company (“Smith’s Buyer”), Utro Crane Company, LLC, a Delaware limited liability company (“Utro Buyer”), ANC Green Solutions - Smith’s, LLC, a Delaware limited liability company (“ANC Smith’s”), Smith’s Tree Care, Inc., a Virginia corporation (“Smith’s Seller”), Utro Crane Company, Inc. (“Utro Seller”), and the Shareholders (defined below). Smith’s Buyer, Utro Buyer, and ANC Smith’s are referred to herein collectively as “Buyer Parties” and each, individually, as a “Buyer Party”. Smith’s Seller and Utro Seller are referred to herein collectively as “Asset Sellers” and each, individually, as an “Asset Seller”. Smith’s Seller, Utro Seller and Smith Properties (defined below) are referred to herein collectively as “Seller Parties” and each, individually, as an “Seller Party”.
Separation Agreement and Release of All ClaimsSeparation Agreement and Release • November 1st, 2021 • Andover National Corp • Services-business services, nec • New York
Jeffrey C. Piermont (“Employee”), Andover National Corporation (the “Company”), and Peter A. Cohen (“Cohen”) make this Separation Agreement and Release of All Claims (“Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee, the Company and Cohen will be referred to herein collectively as the “Parties.”
Unaudited Pro Forma Condensed Combined Financial InformationAndover National Corp • June 22nd, 2020 • Services-business services, nec
On February 28, 2020, Smith’s Tree Care, LLC (“Smith’s Buyer”), a wholly-owned subsidiary of Andover National Corporation (the “Company” or “Andover”), entered into an Asset and Equity Purchase and Contribution Agreement (the “Smith Acquisition Agreement”) with Smith’s Tree Care, Inc., a Virginia corporation (“Smith’s Seller”), Utro Crane Company, Inc., a Virginia corporation, Utro Crane Company, LLC, a Delaware limited liability company and indirect subsidiary of the Company, and ANC Green Solutions - Smith’s, LLC, a Delaware limited liability company and indirect subsidiary of the Company (“ANC Smith’s”) (the “Smith Acquisition”). Pursuant to the Smith Acquisition Agreement, among other things, (a) Smith’s Buyer acquired a sixty percent (60%) interest in all of the property and assets of Smith’s Seller and Utro Crane Company, Inc, (together, “Smith” or the “Seller Parties”) for an aggregate purchase price of approximately $3.0 million, subject to certain adjustments and (b) Smith’s S
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 21st, 2019 • Andover National Corp • Services-business services, nec • New York
This Separation Agreement and General Release (the “Separation Agreement”) is entered into by and between Daniel E. Schmerin (“Executive”), and Andover National Corporation (the “Company”) as of the last date indicated next to the signatures of the parties hereto.
FORM OF WARRANT CANCELLATION AGREEMENTForm of Warrant Cancellation Agreement • February 3rd, 2021 • Andover National Corp • Services-business services, nec • Delaware
This Warrant Cancellation Agreement (this “Agreement”) is entered into as of [______] (the “Effective Date”), by and between Andover National Corporation (the “Company”) and [______] (“Holder” and together with the Company, the “Parties”).
STOCK PURCHASE AGREEMENT AMONG THE STOCKHOLDERS OF EDGAR EXPRESS, INC., JOHN D. THOMAS, P.C., as Sellers’ Representative EDGAR EXPRESS, INC., WINDBER NATIONAL LLC, THE PETER A. COHEN REVOCABLE TRUST, BLUMENTHAL FAMILY INVESTMENT JOINT VENTURE, L.P....Stock Purchase Agreement • October 1st, 2018 • Edgar Express, Inc. • Services-business services, nec • New York
This Stock Purchase Agreement (this “Agreement”), dated as of September 25, 2018, is made by and among Windber National LLC, a Florida limited liability company, The Peter A. Cohen Revocable Trust, a trust, Blumenthal Family Investment Joint Venture, L.P., a New York limited partnership, and Jeffrey C. Piermont (collectively, the “Buyers”), Edgar Express, Inc., a Utah corporation (the “Company”), the stockholders of the Company as set forth on Schedule I attached hereto (each a “Seller” and collectively, the “Sellers”), and John D. Thomas, P.C. as representative of the Sellers as hereinafter provided (the “Sellers’ Representative”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ANDOVER ENVIRONMENTAL SOLUTIONS, LLC and LITTON ENTERPRISES INC. DATED APRIL 18, 2022Membership Interest Purchase Agreement • May 25th, 2022 • Andover National Corp • Services-business services, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of April 18, 2022 (the “Effective Date”), is entered into by and among Andover Environmental Solutions, LLC, a Delaware limited liability company (“Seller”), and Litton Enterprises Inc., a Texas corporation (“Purchaser”). Purchaser and Seller are each a “Party” and collectively the “Parties”.
Membership Interest Purchase AgreementMembership Interest Purchase Agreement • October 8th, 2019 • Andover National Corp • Services-business services, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 4, 2019 (the “Execution Date”), is entered into by and among Andover ENVIRONMENTAL Solutions LLC, a Delaware limited liability company (“Buyer”), and Legg holdings, Inc., an Alabama corporation (“Seller”); and, for the purposes of Section 2.01, Sections 6.06 – 6.11, Article VIII, and Article X hereof, Heath L. Legg, an individual resident of the State of Alabama (individually, “Legg” and, collectively with Seller, the “Seller Parties”).
ANDOVER NATIONAL CORPORATION A Delaware corporation SUBSCRIPTION AGREEMENT FOR CLASS A COMMON STOCK INSTRUCTIONS TO SUBSCRIBERS ANDOVER NATIONAL CORPORATION a Delaware corporationSubscription Agreement • December 11th, 2019 • Andover National Corp • Services-business services, nec • Delaware
The undersigned hereby applies to acquire shares of Class A Common Stock, $0.001 par value (“Common Shares”), of ANDOVER NATIONAL CORPORATION, a Delaware corporation (the “Company”), in accordance with the terms of this Subscription Agreement, with respect to the offering by the Company (the “Offering”) of up to 2,272,727 Common Shares at a price of $11.00 per share, for an aggregate offering of up to $25,000,000.
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among ANC GREEN SOLUTIONS – ZODEGA, LLC, ZODEGA LANDSCAPE SERVICES, LLC, LITTON ENTERPRISES INC. D/B/A ZODEGA-TIS SERVICES, ROBERT DIHU and LARRY LITTON JR. DATED JANUARY 20, 2021Asset Purchase and Contribution Agreement • May 25th, 2022 • Andover National Corp • Services-business services, nec • Texas
This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 20, 2021 (the “Effective Date”), is made by and among ZODEGA LANDSCAPE SERVICES, LLC, a Delaware limited liability company (“Purchaser”), ANC GREEN SOLUTIONS – ZODEGA, LLC, a Delaware limited liability company (“HoldCo,” together with Purchaser, “Purchaser Parties”), LITTON ENTERPRISES INC. D/B/A ZODEGA-TIS SERVICES, a Texas corporation (“Seller”), and for the limited purposes set forth herein, Robert Dihu (“Dihu”) and Larry Litton Jr. (“Litton”) (collectively, the “Shareholders”).
