INDEMNIFICATION AGREEMENTIndemnification Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Enovation Controls, Inc., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT among ENOVATION CONTROLS, LLC, as Borrower, CERTAIN SUBSIDIARIES THEREOF, as Subsidiary Guarantors THE LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders and BOKF, NA dba BANK OF OKLAHOMA, as Administrative Agent, Swingline Lender...Credit Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • New York
The Applicable Margin and Applicable Fee Rate, as applicable, shall be based upon the Total Leverage Ratio as of the last day of each fiscal quarter in accordance with the foregoing table and shall be determined based upon the information set forth in the financial statements delivered pursuant to Section 4.1(a) or (b), as applicable, following the end of each fiscal quarter and the accompanying Compliance Certificate delivered pursuant to Section 4.2(a). Adjustments, if any, to the Applicable Margin and Applicable Fee Rate shall take effect on the applicable Adjustment Date and shall remain in effect until the next change to be effected pursuant to this paragraph. If the Borrower fails to deliver the financial statements and accompanying Compliance Certificate to the Administrative Agent and the Lenders at the time required by Sections 4.1(a) or (b), as applicable, and Section 4.2(a), then the Applicable Margin and Applicable Fee Rate from and after the applicable Adjustment Date shal
EMPLOYMENT TERMSEmployment Terms • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control
These Employment Terms (these “Terms”), effective as of September 30, 2009 (the “Effective Date”), are entered into between Frank W. Murphy III (“Employee”) and Global Controls & Instrumentation, LLC, an Oklahoma limited liability company (“Employer”).
FORM OF ENOVATION CONTROLS, INC. 2014 LONG-TERM INCENTIVE PLANForm of Enovation • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Delaware
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) made this 1st day of September, 2013, by and between Legacy Capital Group A Limited Partnership, an Oklahoma limited partnership, (“Lessor”), and Enovation Controls, LLC, an Oklahoma limited liability company, (“Lessee”) with reference to the following facts:
TECHNICAL SERVICE AGREEMENT BETWEEN MURPHY ECONTROLS TECHNOLOGIES (HANGZHOU) CO., LTD. AND CHENGDU AMICO TECHNOLOGIES CO., LTD. August 29, 2013Technical Service Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control
This TECHNICAL SERVICE AGREEMENT, dated this 29th day of August, 2013 (this “Agreement”), is made by and between MURPHY ECONTROLS TECHNOLOGIES (HANGZHOU) CO., LTD. , a company incorporated under the laws of the People’s Republic of China (the “PRC” or “China”) and having its registered address at 77 23rd Street, Hangzhou Economic & Technological Area, Hangzhou, Zhejiang Province, 310018, the PRC (hereinafter referred to as “MET”), and CHENGDU AMICO TECHNOLOGIES CO., LTD. ,a company organized under the laws of the PRC and having its registered address at No. 203 North Gangtong Rd, Pixian Industrial Zone, Chengdu 611743, Sichuan Province, the PRC (hereinafter referred to as “AMICO”).
CONFIDENTIAL Murphy EControls Technologies (Hangzhou) Co., LtdConfidential • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control
With reference to our recent discussion, we are pleased to confirm our agreement to granting you the below uncommitted banking facility (“Facility”) which will be made available on the specific terms and conditions outlined in this Facility Letter and upon the satisfactory completion of the security and conditions precedent detailed below. Notwithstanding anything to the contrary in this Facility Letter, the Facility is subject to:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Delaware
The undersigned hereby acknowledges and is advised of the SEC’s Compliance and Disclosure Interpretation 239.10 regarding short selling:
ENOVATION CONTROLS LETTERHEAD]Letter Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Oklahoma
THIS LETTER AGREEMENT (this “Agreement”), made and entered into as of July 11, 2014 (the “Effective Date”), by and between you and Enovation Controls, LLC, an Oklahoma limited liability company (the “Company”), amends and restates in its entirety your original offer letter with the Company dated as of December 4, 2012, as amended on November 1, 2013 and July 11, 2014 (collectively, the “Prior Agreement”).
INDUSTRIAL LEASE Gold Tooth Development, LLC, a Texas limited liability company, LANDLORD, AND Enovation Controls, LLC, an Oklahoma limited liability company, TENANT DATED: July 24, 2014 PROPERTY: 5757 Farinon Drive, San Antonio, Bexar County, TexasIndustrial Lease • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Texas
LEASE AGREEMENTLease Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Texas
This Lease Agreement (“Lease”) is made and entered into in on this the 30th day of September, 2009 (the “Effective Date”) by and between CONTROL AND INSTRUMENTATION HOLDING COMPANY, LTD, A TEXAS LIMITED PARTNERSHIP (“Lessor”), and ECONTROLS, LLC, A TEXAS LIMITED LIABILITY COMPANY (“Lessee”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) made this 19th day of March, 2013, by and between Legacy Capital Group A Limited Partnership, an Oklahoma limited partnership, (“Lessor”), and Enovation Controls, LLC, an Oklahoma limited liability company, (“Lessee”) with reference to the following facts:
CONTRIBUTION AGREEMENT BY AND AMONG ECONTROLS GROUP, INC., ECONTROLS, LLC, MURPHY GROUP, INC., MURPHY INDUSTRIES, LLC AND GLOBAL CONTROLS & INSTRUMENTATION, LLC SEPTEMBER 23, 2009Contribution Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Oklahoma
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of this 23rd day of September, 2009, is by and among EControls Group, Inc., a Texas corporation formerly known as EControls, Inc. (“EControls-Inc.”), EControls, LLC, a Texas limited liability company (“EControls-LLC” and, together with EControls-Inc., the “EControls Parties”), Murphy Group, Inc., an Oklahoma corporation formerly known as Murphy Industries, Inc. (“Murphy-Inc”), Murphy Industries, LLC, an Oklahoma limited liability company (“Murphy-LLC” and, together with Murphy-Inc., the “Murphy Parties”) (each of EControls-Inc. and Murphy-Inc. is a “Contributor” and collectively they are the “Contributors”) and Global Controls & Instrumentation, LLC, an Oklahoma limited liability company (the “Company”). The EControls Parties, the Murphy Parties and the Company are collectively referred to herein as the “Parties.”
ENOVATION CONTROLS, LLC An Oklahoma Limited Liability Company SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of , 2014Operating Agreement • August 22nd, 2014 • Enovation Controls, Inc. • Industrial instruments for measurement, display, and control • Oklahoma
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ENOVATION CONTROLS, LLC (as hereafter amended in accordance with its terms, this “Agreement”), dated and effective as of , 2014 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among Enovation Controls, LLC, an Oklahoma limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement. Certain capitalized terms used in this Agreement are defined in Article XI.
