RECITALS:Asset Purchase Agreement • August 16th, 2005 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
Exhibit 10.5 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is entered into as of the ____ day of _________, 2000, by and between ProLogis North Carolina Limited Partnership, (the "Landlord") and Glas-Craft, Inc. (the "Tenant").Lease • February 3rd, 2000 • Cohesant Technologies Inc • General industrial machinery & equipment
Lease Term: Beginning on the Commencement Date and ending on the last day of the 60th full calendar month thereafter.Lease Agreement • February 17th, 1999 • Cohesant Technologies Inc • General industrial machinery & equipment
EXHIBIT 4.2 AMENDMENT NO. 7 TO CREDIT AND SECURITY AGREEMENT This Amendment No. 7 to Credit and Security Agreement ("Amendment No. 7") dated effective as of the 29 day of April, 2005, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation...Credit and Security Agreement • May 2nd, 2005 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
1 Exhibit 10.3 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- This First Amendment to Employment Agreement, entered into as of this 1st day of May, 1997, by and between GLAS- CRAFT, INC., an Indiana corporation (the...Employment Agreement • February 23rd, 1998 • Cohesant Technologies Inc • General industrial machinery & equipment
EXHIBIT 10.6 EMPLOYMENT AND CONFIDENTIALITY AGREEMENT ---------------------------------------- This Agreement made and executed on December __, 2001, by and between MORRIS H. WHEELER (hereinafter "Employee") and COHESANT TECHNOLOGIES INC., a Delaware...Employment Agreement • February 26th, 2002 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
LANDLORD: ProLogis North Carolina Limited Partnership By:ProLogis-North Carolina (1) Incorporated, its general partner By: /s/ Daryl H. Mechem ---------------------- Name: Daryl H. Mechem Title: Senior Vice President TENANT: Glas-Craft, Inc. By: /s/...Extension Agreement • September 18th, 2003 • Cohesant Technologies Inc • General industrial machinery & equipment
EXHIBIT 10.11 FINANCIAL ADVISORY AGREEMENT ---------------------------- AGREEMENT (the "Agreement") dated as of June 1, 1996, by and between Clarion Management Ltd. with offices at 1801 E. Ninth Street, Suite 510, Cleveland, Ohio 44114 (the...Financial Advisory Agreement • February 28th, 1997 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
EXHIBIT 10.5 November 15, 2004 Mr. Morris H. Wheeler Chief Executive Officer Cohesant Technologies Inc. 5845 West 82nd Street Indianapolis, IN 46278 Dear Morris: This letter confirms that, pursuant to action of the Board of Directors on November 14,...Employment Agreement • February 3rd, 2005 • Cohesant Technologies Inc • General industrial machinery & equipment
This letter confirms that, pursuant to action of the Board of Directors on November 14, 2004, your Base Salary (as defined in the Employment and Confidentiality Agreement Dated December 1, 2001) was increased to $175,000 per annum, effective December 1, 2004.
1 Exhibit 4.1 CREDIT AND SECURITY AGREEMENT ----------------------------- This Credit and Security Agreement dated as of the 15th day of May, 1998, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as...Credit and Security Agreement • July 8th, 1998 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
1 Exhibit 4.1 UNCONDITIONAL UNLIMITED CONTINUING GUARANTY FOR VALUE RECEIVED and in consideration of credit given or to be given, and of other financial accommodations afforded or to be afforded to GLAS-CRAFT, INC. (hereinafter referred to as...Unconditional Unlimited Continuing Guaranty • June 30th, 1997 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 4th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 3, 2007, by and between GRACO INC., a corporation incorporated under the laws of the State of Minnesota (“Parent”), and the undersigned stockholder (the “Stockholder”) of COHESANT TECHNOLOGIES INC., a corporation incorporated under the laws of the State of Delaware (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among GRACO INC., GRACO INDIANA INC., COHESANT TECHNOLOGIES INC., CIPAR INC. and GLASCRAFT INC. DATED AS OF DECEMBER 3, 2007Merger Agreement • December 4th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 3rd day of December, 2007 by and among GRACO INC., a Minnesota corporation (“Parent”), GRACO INDIANA INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), COHESANT TECHNOLOGIES, INC, a Delaware corporation (“Company”), GLASCRAFT INC., an Indiana corporation and a wholly owned subsidiary of Company (“Company Sub”) and CIPAR Inc., a Delaware corporation (“CIPAR”).
SEPARATION AGREEMENT by and between COHESANT TECHNOLOGIES INC. and CIPAR INC. Dated as of December 3, 2007Separation Agreement • December 4th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
This SEPARATION AGREEMENT, dated as of December 3, 2007 (this “Agreement”), is entered into by and between Cohesant Technologies Inc., a Delaware corporation (“Cohesant”), and CIPAR Inc., a Delaware corporation and a wholly owned subsidiary of Cohesant (“Spinco” and, together with Cohesant, the “Parties” and each, a “Party”).
AMENDMENT AND SETTLEMENT AGREEMENTAmendment and Settlement Agreement • March 31st, 2006 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
This Amendment and Settlement Agreement is dated February 24, 2006, by and between 4279 Investments Ltd. (“4279 Investments”) and its subsidiaries listed on the signature page hereto and Cohesant Technologies Inc. (“COHT”) and its subsidiaries listed on the signature page hereto.
NON-DISCLOSURE AND NON-COMPETITION AGREEMENTNon-Disclosure and Non-Competition Agreement • February 26th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
THIS AGREEMENT between Cohesant Technologies Inc. (together with its subsidiaries, including, but not limited to Cohesant Technologies Inc (together with its subsidiaries, the “Company”) and the undersigned Associate.
INDUSTRIAL LEASEIndustrial Lease • February 21st, 2006 • Cohesant Technologies Inc • General industrial machinery & equipment • Oklahoma
LEASE AGREEMENT By and Between COMMERCE CORNERS ASSOCIATES “Landlord” and CIPAR INC. “Tenant”Lease Agreement • February 26th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
THIS LEASE AGREEMENT is made and entered into this 3rd day of November, 2006, at Beachwood, Ohio, by and between COMMERCE CORNERS ASSOCIATES, an Ohio general partnership hereinafter referred to as the “Landlord,” and CIPAR INC., a Delaware corporation, hereinafter referred to as the “Tenant.”
AMENDMENT NO. 8 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 28th, 2006 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
This Amendment No. 8 to Credit and Security Agreement (“Amendment No. 8”) dated effective as of the 26 day of April, 2006, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as “Borrower”), and REGIONS BANK as successor by merger to UNION PLANTERS BANK, N.A., a banking institution chartered under the laws of the state of Alabama (hereinafter referred to as “Bank”).
AMENDED AND RESTATED ADMINISTRATIVE SUPPORT AGREEMENTAdministrative Support Agreement • February 21st, 2006 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
This Agreement (the “Agreement”) dated as of December 1, 2005, by and between mowheeler.com Inc. d/b/a Drummond Road Capital., with offices at 1801 E. Ninth Street, Suite 1120, Cleveland, Ohio 44114 (“Drummond Road”), and Cohesant Technologies Inc., a Delaware corporation with offices at 5845 West 82nd Street, Indianapolis, Indiana 46278 (“Cohesant”).
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment Agreement • February 26th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Ohio
This Agreement made and executed this 23rd day of February, 2007, effective as of December 1, 2006, by and between MORRIS H. WHEELER (hereinafter “Employee”) and COHESANT TECHNOLOGIES INC., a Delaware corporation (hereinafter “Company”).
AMENDMENT NO. 10 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 13th, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
This Amendment No. 10 to Credit and Security Agreement (“Amendment No. 10”) dated effective as of the 9 day of November, 2007, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as “Borrower”), and REGIONS BANK as successor by merger to UNION PLANTERS BANK, N.A., a banking institution chartered under the laws of the state of Alabama (hereinafter referred to as “Bank”).
AMENDMENT NO. 9 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 1st, 2007 • Cohesant Technologies Inc • General industrial machinery & equipment • Indiana
This Amendment No. 9 to Credit and Security Agreement (“Amendment No. 9”) dated effective as of the 30 day of April, 2007, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as “Borrower”), and REGIONS BANK as successor by merger to UNION PLANTERS BANK, N.A., a banking institution chartered under the laws of the state of Alabama (hereinafter referred to as “Bank”).
STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2006 • Cohesant Technologies Inc • General industrial machinery & equipment • Delaware
AGREEMENT, made this Date, by and between COHESANT TECHNOLOGIES INC., a Delaware corporation having its principal place of business at 5845 West 82nd Street, Indianapolis, Indiana 46278 (“Grantor”) and Employee (“Optionee”).
