ContractPromissory Note • November 1st, 2024 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • Delaware
THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN WRITING FROM TIME TO TIME), BY AND AMONG PNC BANK, NATIONAL ASSOCIATION (“PNC”), KEWAUNEE SCIENTIFIC CORPORATION, AND [NAME OF SELLER] (THE “SUBORDINATION AGREEMENT”). NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THE WITHIN INSTRUMENT, NO PAYMENT ON ACCOUNT OF ANY OBLIGATION ARISING FROM OR IN CONNECTION WITH THE WITHIN INSTRUMENT OR ANY RELATED AGREEMENT (WHETHER OF PRINCIPAL, INTEREST OR OTHERWISE) SHALL BE MADE, PAID, RECEIVED OR ACCEPTED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID SUBORDINATION AGREEMENT.
ContractSecurity Agreement • November 1st, 2024 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • Delaware
THIS AGREEMENT IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN WRITING FROM TIME TO TIME), BY AND AMONG PNC BANK, NATIONAL ASSOCIATION (“PNC”), KEWAUNEE SCIENTIFIC CORPORATION, AND SECURED PARTY (AS DEFINED BELOW) (THE “SUBORDINATION AGREEMENT”). NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THIS AGREEMENT, NO PAYMENT ON ACCOUNT OF ANY OBLIGATION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT (WHETHER OF PRINCIPAL, INTEREST OR OTHERWISE) SHALL BE MADE, PAID, RECEIVED OR ACCEPTED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID SUBORDINATION AGREEMENT.
Loan AgreementLoan Agreement • November 1st, 2024 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • North Carolina
THIS LOAN AGREEMENT (the “Agreement”) is entered into as of November 1, 2024 (the “Effective Date”), between KEWAUNEE SCIENTIFIC CORPORATION, a Delaware corporation (the “Borrower”), with an address at 2700 West Front Street, P.O. Box 1842, Statesville, North Carolina 28677, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210.
SECURITIES PURCHASE AGREEMENT by and among KEWAUNEE SCIENTIFIC CORPORATION, NU AIRE, INC., SELLERS SET FORTH ON THE SIGNATURE PAGES HERETO, and the SELLERS’ REPRESENTATIVE dated November 1, 2024Securities Purchase Agreement • November 1st, 2024 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of November 1, 2024 (the “Closing Date”), is entered into by and among Kewaunee Scientific Corporation, a Delaware corporation (“Purchaser”), Nu Aire, Inc., a Minnesota corporation (“Company”), Richard A. Peters, an individual and resident of the State of Florida (“Richard”), William F. Peters, an individual and resident of the State of Minnesota (“William”), Rita Peters Revocable Trust, and any amendments thereto (“Rita Trust”), Richard A. Peters Irrevocable Trust dated May 18, 2020, and any amendments thereto (“R. Peters 2020 Trust”), Richard A. Peters Revocable Trust, and any amendments thereto (“R. Peters 2005 Trust”), Karan A. Peters Revocable Trust, and any amendments thereto (“K. Peters Trust”), William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto (“W. Peters 2023 Trust”), and William F. Peters Revocable Trust, and any amendments thereto (“W. Peters Trust” and, together with R
