Addvantage Technologies Group Inc Sample Contracts

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 7th, 1999 • Addvantage Media Group Inc /Ok • Wholesale-professional & commercial equipment & supplies
SECURITY AGREEMENT
Security Agreement • April 13th, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods

This SECURITY AGREEMENT, dated as of April 12, 2023 (this “Agreement”), is among ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Mast Hill Fund, L.P., a Delaware limited partnership (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

ARTICLE II
Securities Exchange Agreement • October 14th, 1999 • Addvantage Media Group Inc /Ok • Wholesale-professional & commercial equipment & supplies
INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 1st, 2009 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Indemnification Agreement, dated as of September 1, 2009, is made by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation (the "Corporation") and ________________ (the "Indemnitee").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 13th, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2023, by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation, with headquarters located at 1430 Bradley Lane, Suite 196, Carrollton, TX 75007 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 20th, 2016 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Asset Purchase Agreement (this “Agreement”), dated as of October 14, 2016, is entered into among Triton Miami Inc., a Florida corporation (“Seller”), Ross Himber, Bruce Tappen and Kevin Sadovnik (the “Shareholders”), and ADDvantage Triton, LLC, an Oklahoma limited liability company (“Buyer”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 1st, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective the 1st of May, 2023 (the “Effective Date”), between ADDvantage Technologies Group, Inc. (“Company”) and Brian Davidson (“Executive”).

Equity Distribution Agreement
Equity Distribution Agreement • April 24th, 2020 • Addvantage Technologies Group Inc • Wholesale-durable goods • New York

ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), confirms its agreement (this “Agreement”) with Northland Securities, Inc. (the “Agent”), as follows:

COMMON STOCK PURCHASE WARRANT
Securities Agreement • April 13th, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods • Delaware

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $2,421,052.63 to the Holder (as defined below) of even date) (the “Note”), Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (the “Company”), 232,421 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 7, 2023, by and am

AMENDMENT THREE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • December 16th, 2013 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Amendment Three to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is dated November 29, 2013 (“Effective Date”) by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (“Borrower”) and BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. (“Lender”).

LEASE AGREEMENT
Lease Agreement • March 29th, 2019 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS LEASE AGREEMENT (this “Lease”) is made as of the ____ day of April, 2019 (the “Effective Date”), by and between DAVID CHYMIAK LLC, an Oklahoma limited liability company (“Lessor”), and NCS INDUSTRIES, INC., a Pennsylvania corporation (“Lessee”).

AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
Purchase and Sale Agreement • March 29th, 2019 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE (this “Agreement”) dated effective as of the 22nd day of March, 2019 (“Effective Date”), is entered into by and between ADDvantage Technologies Group of Missouri, Inc., a Missouri corporation doing business as “ComTech Services” (“Seller”), and David Chymiak LLC, an Oklahoma limited liability company (“Buyer”).

AMENDMENT NINE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • May 15th, 2018 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Amendment Nine to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is dated as of March 30, 2018 (“Effective Date”) between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (“Borrower”) and BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. (“Lender”).

Contract
Loan Agreement • May 14th, 2020 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

LOAN AGREEMENT THIS LOAN AGREEMENT is made and entered into this 10th day of March, 2020, by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (the "Borrower"), and VAST BANK, N.A. (the "Lender"). RECITALS A. The Borrower has requested that the Lender make a term loan to the Borrower in the principal amount of $3,474,600. B. The Lender is willing to make the requested loan, but only upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Terms. Unless the context otherwise requires, the following terms used herein shall be construed and controlled by the following definitions: "Affiliate" means, with respect to any Person, any other Person who has a relationship with such Person whereby either such other Person directly or indirectly

RECITALS
Revolving Credit and Term Loan Agreement • December 22nd, 2004 • Addvantage Technologies Group Inc • Wholesale-professional & commercial equipment & supplies • Oklahoma
ADDENDUM TO AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
Agreement for the Purchase and Sale of Real Estate • October 15th, 2018 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

("Addendum") is executed and effective as of the 9th day of October, 2018 ("Effective Date"), and is entered into by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation ("Seller"), and David Chymiak, an individual residing in Oklahoma ("Buyer"). This Addendum amends that certain Agreement for the Purchase and Sale of Real Estate between Seller and Buyer, dated as of October 5, 2018 (the "Sale Agreement").

AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • December 14th, 2010 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is dated November 30, 2010 (“Effective Date”), by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (“Borrower”) and BANK OF OKLAHOMA, N.A. (“Lender”).

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ADDENDUM NO. 3 TO AGREEMENT FOR PURCHASE AND SALE OF
Agreement for Purchase and Sale of Real Estate • December 6th, 2018 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS ADDENDUM NO.3 TO AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (the "Addendum No. 3") is made and entered into as of the 9th day of November, 2018, by and among ADDvantage Technologies Group, Inc., an Oklahoma corporation ("Seller"), David Chymiak ("Original Buyer"), and David Chymiak, LLC, an Oklahoma limited liability company ("Buyer").

RECITALS
Non-Compete Agreement • December 7th, 1999 • Addvantage Media Group Inc /Ok • Wholesale-professional & commercial equipment & supplies
STOCK PURCHASE AGREEMENT by and among ADDvantage Acquisition Corp. and Carlton Douglas Nave, Edward Howe, Ryan Hecox, John Leigh, Peter Boettcher, and Michael Burch dated as of February 28, 2014
Stock Purchase Agreement • March 6th, 2014 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Stock Purchase Agreement (this “Agreement”), dated as of February 28, 2014, is entered into among ADDvantage Acquisition Corp., an Oklahoma corporation (“Buyer”) and Carlton Douglas Nave, Edward Howe, Ryan Hecox, John Leigh, Peter Boettcher, and Michael Burch (“Sellers”).

AMENDMENT ONE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • December 15th, 2011 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Amendment One to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is dated November 30, 2011 (“Effective Date”) by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (“Borrower”) and BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. (“Lender”).

MODIFICATION ADDENDUM TO THE BUSINESSMANAGER® AGREEMENT WITH BUSINESSES AND PROFESSIONALS
Businessmanager Agreement • March 21st, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods

By mutual agreement of the parties, the BusinessManager Agreement with Businesses and Professionals entered into as of the 17th day of March 2022, by and between Vast Bank N.A. (the “Financial Institution”) and Nave Communications (the “Business”) shall hereby be modified as follows:

February 4, 2009 Mr. Ken Chymiak, President and Chief Executive Officer ADDvantage Technologies Group, Inc. Broken Arrow, OK 74012 Re: 5th Amendment to Revolving Credit and Term Loan Agreement Dear Mr. Chymiak:
Revolving Credit and Term Loan Agreement • December 17th, 2009 • Addvantage Technologies Group Inc • Wholesale-durable goods

This letter agreement shall constitute the fifth amendment to the revolving credit and term loan agreement by and between ADDvantage Technologies Group, Inc. (“Borrower”) and Bank of Oklahoma, N.A. (“Lender”) dated September 30, 2004, as amended September 30, 2005, September 30, 2006, November 20, 2006, and November 27, 2007 (collectively referred to as the “Agreement”). Additional reference is made to the International Swap Dealers Association, Inc Master Agreement dated as of September 28, 2004 (“ISDA”).

CONSTRUCTION SERVICES WITH GENERAL CONDITIONS AGREEMENT BETWEEN OWNER AND CONTRACTOR
Construction Contract • May 16th, 2007 • Addvantage Technologies Group Inc • Wholesale-durable goods

This Document has important legal and insurance consequences; consultation with an attorney and insurance consultants and carriers is encouraged with respect to its completion or modification.

OPERATING AGREEMENT
Operating Agreement • May 10th, 2016 • Addvantage Technologies Group Inc • Wholesale-durable goods • Maryland

This Operating Agreement (the "Agreement") is made effective as of February 28, 2016, by and among and those Persons (the “Members”) identified in Exhibit A.

MODIFICATION ADDENDUM TO THE BUSINESSMANAGER®AGREEMENT WITH BUSINESSES AND PROFESSIONALS
Businessmanager Agreement • August 14th, 2023 • Addvantage Technologies Group Inc • Wholesale-durable goods

Upon signature by both parties, the BusinessManager Agreement with Businesses and Professionals entered into as of the 1st day of March, 2019, by and between Vast Bank N.A. (the “Financial Institution”) and Fulton Technologies Inc (the “Business”) shall hereby be modified to provide the following:

EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2012 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 2nd day of April, 2012, by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation (the “Company”), and David H. Humphrey (“Executive”).

AMENDMENT SEVEN TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • December 13th, 2016 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

This Amendment Seven to Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is dated as of October 14, 2016 (“Effective Date”) by and between ADDVANTAGE TECHNOLOGIES GROUP, INC., an Oklahoma corporation (“Borrower”) and BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. (“Lender”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 6th, 2012 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made and entered into this 2nd day of April, 2012, by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation ("Company"), and Scott A. Francis ("Executive"). Capitalized terms used in this Agreement shall have the meanings set forth in Section 5 below, unless the context clearly requires a different meaning.

AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
Purchase and Sale Agreement • October 15th, 2018 • Addvantage Technologies Group Inc • Wholesale-durable goods • Oklahoma

THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE (this “Agreement”) dated effective as of the 5th day of October, 2018 (“Effective Date”), is entered into by and between ADDvantage Technologies Group, Inc., an Oklahoma corporation (“Seller”), and David Chymiak, an individual residing in Oklahoma (“Buyer”).

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