EXHIBIT 6 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (the "AGREEMENT") is made and entered into as of March 28, 2002 by and between TOROTEL, INC., a Missouri corporation ("PLEDGOR"), and THE CALOYERAS FAMILY PARTNERSHIP, a California limited partnership...Pledge Agreement • April 17th, 2002 • Torotel Inc • Electronic coils, transformers & other inductors
RECITALSRegistration Rights Agreement • April 17th, 2002 • Torotel Inc • Electronic coils, transformers & other inductors • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 23rd, 2020 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 17, 2020, by and among Torotel, Inc., a Missouri corporation (the “Company”), TT Group Industries, Inc., a Delaware corporation (“Parent”), and Thunder Merger Sub, Inc., a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("AGREEMENT") is made and entered into as of March 20, 2002, by and among TOROTEL, INC., a Missouri corporation ("TOROTEL"), ELECTRONIKA ACQUISITION CORP., a...Reorganization Agreement • April 15th, 2002 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
AGREEMENT AND PLAN OF MERGER By and Among STANDEX INTERNATIONAL CORPORATION, SHOCKWAVE ACQUISITION CORPORATION and TOROTEL, INC. Dated as of November 26, 2019Merger Agreement • December 3rd, 2019 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Agreement and Plan of Merger (this “Agreement”), is entered into as of November 26, 2019, by and among Torotel, Inc., a Missouri corporation (the “Company”), Standex International Corporation, a Delaware corporation (“Parent”), and Shockwave Acquisition Corporation, a Missouri corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
EXHIBIT 2 SECURITIES PURCHASE AND SUBSCRIPTION AGREEMENTSecurities Purchase and Subscription Agreement • April 17th, 2002 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 25th, 2018 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
THIS BUSINESS LOAN AGREEMENT dated October 19, 2018, is made and executed between TOROTEL, INC. (“Borrower”) and Cornerstone 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.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET AIR COMMERCIAL REAL ESTATE ASSOCIATIONStandard Industrial/Commercial Multi-Tenant Lease - Net • August 4th, 2010 • Torotel Inc • Electronic coils, transformers & other inductors
EXHIBIT 3 APEX INNOVATIONS, INC. SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT is made and entered into this 29th day of March, 2002, by, between, and among Apex Innovations, Inc., a Delaware corporation (the "Corporation") and each of the...Shareholder Agreement • April 17th, 2002 • Torotel Inc • Electronic coils, transformers & other inductors
TOROTEL, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2007 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
This RESTRICTED STOCK AGREEMENT (“Agreement”) is made with an effective date of February 12, 2007 and is between Torotel, Inc., a Missouri corporation (the “Company”), and E. Mark Flynn (the “Employee”).
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT Date: September 12, 2019Employment Agreement • March 16th, 2020 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
Torotel is pleased to provide you with this letter agreement (this “Agreement”) setting forth in general the scope and terms of your employment with Torotel. This Agreement is intended to reflect our mutual agreements regarding the terms and conditions of your employment with Torotel, as follows:
VOTING AGREEMENTVoting Agreement • September 23rd, 2020 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
This Voting Agreement (this “Agreement”), dated as of September [__], 2020 is entered into by and between the undersigned stockholder (“Stockholder”) of Torotel, Inc., a Missouri corporation (the “Company”), and TT Group Industries, Inc., a Delaware corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • October 25th, 2018 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
THIS BUSINESS LOANAGREEMENT (ASSET BASED) dated October 19, 2018, is made and executed between Torotel, Inc. (“Borrower”) and Cornerstone 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.
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
Torotel is pleased to provide you with this letter agreement (this “Agreement”) setting forth in general the scope and terms of your employment with Torotel. This Agreement is intended to reflect our mutual agreements regarding the terms and conditions of your employment with Torotel, as follows:
Restricted Stock AgreementRestricted Stock Agreement • September 22nd, 2016 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
This Agreement is made as of the ____ day of __________, ____ (“Date of Award”), between Torotel, Inc., a Missouri corporation (the “Company”), and ___________, (the “Grantee”). In consideration of the agreements set forth, the Company and the Grantee agree as follows:
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 25th, 2018 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2003 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
Torotel is pleased to provide you with this letter setting forth in general the scope and terms of your employment with Torotel. This letter is intended to reflect our mutual agreements regarding the terms and conditions of your employment with Torotel, as follows:
SECOND AMENDMENT TO LEASELease • November 4th, 2016 • Torotel Inc • Electronic coils, transformers & other inductors
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into to be effective as of October 31, 2016, by and between 96-OP Prop, L.L.C., a Kansas limited liability company (“Lessor”), and Torotel, Inc., a Missouri corporation (“Lessee”), who agree as follows:
THIRD AMENDMENT TO LEASELease • September 5th, 2017 • Torotel Inc • Electronic coils, transformers & other inductors
THIS THIRD AMENDMENT TO LEASE ("Amendment") is made and entered into to be effective as of August 30, 2017, by and between 96-OP Prop, L.L.C., a Kansas limited liability company ("Lessor"), and Torotel, Inc., a Missouri corporation ("Lessee"), who agree as follows:
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2005 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
Torotel is pleased to provide you with this letter setting forth in general the scope and terms of your employment with Torotel. This letter is intended to reflect our mutual agreements regarding the terms and conditions of your employment with Torotel, as follows:
AGREEMENTShareholder Agreement • April 20th, 2007 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
THIS AGREEMENT is made as of this 17th day of April, 2007, among BASIL CALOYERAS, an individual, ALIKI CALOYERAS, an individual, ALEXANDRA CALOYERAS, an individual, CALOYERAS FAMILY PARTNERSHIP, a Nevada limited partnership (“Caloyeras Family Partnership”) and TOROTEL, INC., a Missouri corporation (“Torotel”). Basil Caloyeras, Aliki Caloyeras and Alexandra Caloyeras are sometimes hereinafter referred to as the “Caloyeras Shareholders.”
ContractChange in Terms Agreement • April 21st, 2020 • Torotel Inc • Electronic coils, transformers & other inductors
Certain identified information contained in this document, marked by brackets as [***], has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
FORM OF DIRECTOR NON-COMPETE/NON-DISCLOSURE AGREEMENTNon-Compete/Non-Disclosure Agreement • December 13th, 2006 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
THIS NON-COMPETE/NON-DISCLOSURE AGREEMENT (this “Agreement”), is made this _____ day of __________, ______, by and between Torotel, Inc., a Missouri corporation (the “Company”) and _______________________ (the “Director”), an individual residing at _____________________________.
Restricted Stock AgreementRestricted Stock Agreement • June 19th, 2013 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
This Agreement is made as of the ____ day of ____________, _____ (“Date of Award”), between Torotel, Inc., a Missouri corporation (the “Company”), and ______________________, (the “Grantee”). In consideration of the agreements set forth, the Company and the Grantee agree as follows:
ContractLease Agreement • July 14th, 2014 • Torotel Inc • Electronic coils, transformers & other inductors • Pennsylvania
THIS LEASE, is executed at 2880 Bergey Road, Suite D, Hatfield, PA. this __10__day of July, 2014, by and between _Bergey Road Industrial Associates, 2880 Bergey Road, Suite D, Hatfield, PA. 19440, (“Lessor”) and Torotel Products, Inc., 620 N. Lindenwood Drive, Olathe, KS 66062 (“Lessee”).
AGREEMENTSecured Promissory Note • April 20th, 2007 • Torotel Inc • Electronic coils, transformers & other inductors • Missouri
THIS AGREEMENT is made as of this 17th day of April, 2007, among BASIL CALOYERAS, an individual, ALIKI CALOYERAS, an individual, ALEXANDRA CALOYERAS, an individual, CALOYERAS FAMILY PARTNERSHIP, a Nevada limited partnership (“Caloyeras Family Partnership”) and TOROTEL, INC., a Missouri corporation (“Torotel”). Basil Caloyeras, Aliki Caloyeras and Alexandra Caloyeras are sometimes hereinafter referred to as the “Caloyeras Shareholders”.
FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement (Asset Based) • December 13th, 2017 • Torotel Inc • Electronic coils, transformers & other inductors
This First Amendment Agreement made and entered into this 30th day of October, 2017, by and between Torotel Products, Inc. (hereinafter referred to as “Borrower”) and Commerce Bank (hereinafter referred to as “Lender”);
FIRST AMENDMENT TO LEASELease • December 24th, 2013 • Torotel Inc • Electronic coils, transformers & other inductors
THIS FIRST AMENDMENT TO LEASE ("Amendment") is made and entered into to be effective as of December 20, 2013, by and between 96-OP Prop, L.L.C., a Kansas limited liability company (the "Lessor") and Torotel, Inc., a Missouri corporation (the “Lessee”), who agree as follows:
COMMERCIAL GUARANTYCommercial Guaranty • December 15th, 2010 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s liability is unlimited and
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • December 13th, 2017 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • December 13th, 2017 • Torotel Inc • Electronic coils, transformers & other inductors • Kansas
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated August 15, 2017, is made and executed between TOROTEL PRODUCTS, INC. ("Borrower") and Commerce 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.
