Microphase Corp Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 1st, 2016 • Microphase Corp • Electronic components, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 29, 2016 by and between Microphase Corporation, a Connecticut corporation (the “Company”), and _________________ (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 1st, 2016 • Microphase Corp • Electronic components, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2016, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at Microphase Corporation, 100 Trap Falls Road Extension, Suite 400, Shelton, Connecticut 06484 (the “Company”), and Brian Kelly, an individual and resident of the State of Connecticut (“Executive” and together with the Company, the “Parties” and each, a “Party”).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BETWEEN GERBER FINANCE INC. as Lender MICROPHASE CORPORATION as Borrower
Loan and Security Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec • New York

This Amended and Restated Loan and Security Agreement is made as of February 3, 2012 by and among GERBER FINANCE INC., a New York corporation (“Lender”) MICROPHASE CORPORATION, a Connecticut corporation (individually, “Initial Borrower”) and, collectively, if more than one, the “Initial Borrowers”), and together with each other Person which, on or subsequent to the Closing Date, agrees in writing to become a “Borrower” hereunder, herein called, individually, a “Borrower” and, collectively, the “Borrowers,” and pending the inclusion by written agreement of any other such Person, besides each Initial Borrower, as a “Borrower” hereunder, all references herein to “Borrowers,” “each Borrower,” the “applicable Borrower,” “such Borrower” or any similar variations thereof (whether singular or plural) shall all mean and refer to the Initial Borrower or each one of them collectively) and any other Credit Party executing or becoming a party to this Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2016 • Microphase Corp • Electronic components, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2016, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (the “Company”), and James P. Ashman, an individual and resident of the State of Connecticut with an address located at 35 Wright Street, Westport, CT 06880 (“Executive” and together with the Company, the “Parties” and each, a “Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 1st, 2016 • Microphase Corp • Electronic components, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2016, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at Microphase Corporation, 100 Trap Falls Road Extension, Suite 400, Shelton, Connecticut 06484 (the “Company”), and Necdet Ergul, an individual and resident of the State of Connecticut (“Employee” and together with the Company, the “Parties” and each, a “Party”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2016 • Microphase Corp • Electronic components, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September [●], 2016, is by and between MICROPHASE CORPORATION, a corporation incorporated under the laws of the State of Connecticut and located at 100 Trap Falls Road Extension, Shelton, CT 06484 (the “Company”), and [●], a [●] in the State of [●] located at [●] (the “Subscriber”).

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SHARE EXCHANGE AGREEMENT by and among DIGITAL POWER CORPORATION, MICROPHASE CORPORATION, MICROPHASE HOLDING COMPANY, RCKJ TRUST, ERGUL FAMILY LIMITED PARTNERSHIP, TO HONG YAM, and EAGLE ADVISERS, LLC DATED AS OF APRIL 28, 2017
Share Exchange Agreement • May 4th, 2017 • Microphase Corp • Electronic components, nec • New York

This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 28th day of April, 2017, by and among: Digital Power Corporation, a California corporation (“DPW”); Microphase Corporation, a Delaware corporation (“MPC”); Microphase Holding Company LLC, a limited liability company organized under the laws of Connecticut (“MHC”), RCKJ Trust, a trust organized under the laws of New Jersey (“RCKJ”), Ergul Family Limited Partnership (“EFLP” and with MHC and RCKJ, the “Significant Stockholders” and those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Stockholders” (collectively, the “Minority Stockholders” and with the Significant Stockholders, the “Stockholders.” DPW, MPC and the Stockholders are referred to herein individually as a “Party” and collectively as the “Parties.”

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BUSINESS AGREEMENT Strategic Partnership between Microphase Corporation and Dynamac, Inc.
Business Agreement • June 24th, 2015 • Microphase Corp • Electronic components, nec • Connecticut

This Business Agreement (“Agreement”) is entered between Microphase Corporation (hereinafter “Microphase”) a Connecticut Corporation with offices at 587 Connecticut Avenue, Norwalk, Connecticut 06854 and Dynamac, Inc. (hereinafter “Dynamac”) an Illinois Corporation with offices at 1229 Capitol Drive, Addison, IL 60101. Microphase and Dynamac are also hereinafter referred to individually as “the Party” and together as “the Parties”.

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ASSUMPTION OF MORTGAGE DEBT
Assumption of Mortgage Debt • February 24th, 2015 • Microphase Corp • Maryland

This Assumption of Mortgage Debt (this “Agreement”), is entered into as of January 22, 2015 and effective as of June 30, 2014 by and between Necdet Ergul, an individual residing in Connecticut (“Ergul”) and Microphase Corporation, a Connecticut corporation with offices at 587 Connecticut Avenue, Norwalk Connecticut 06856 (the “Company”).

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THIRD AMENDMENT TO TRANSFER OF CONDOMINIUM AND AGREEMENT TO PAY MORTGAGE DEBT
Condominium and Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec

This Third Amendment to Transfer of Condominium and Agreement to Pay Mortgage Debt (this “Agreement”) made as of December 2. 2014, but effective as of June 30, 2014, is by and among EDSON REALTY INC. (“Edson”), MICROPHASE CORPORATION (“Microphase”), MICROPITASE HOLDING COMPANY LLC (“MHC”). NECDET F. ERGUL (“Ergul”) and RONALD A. DURANDO (“Durando” and together with Edson, Microphase, MHC and Ergul, the “Parties”).

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FROM: Necdet Ergul DATE: June 30, 2016 RE: Modification of Consulting Agreement
Microphase Corp • October 3rd, 2016 • Electronic components, nec

This memorandum is to confirm the following modifications to Mr. Kelly’s Consulting Agreement with Microphase Corporation (the “Company”) dated June 3, 2008 and extended through letters dated October 7, 2014 and August 10, 2015 (collectively referred to hereinafter as the “Consulting Agreement”).

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Amendment to Purchase Agreement
Purchase Agreement • November 8th, 2016 • Microphase Corp • Electronic components, nec • Connecticut

This Amendment to Purchase Agreement (this “Amendment”) is entered into as of November 2, 2016 by and among Microphase Instruments, LLC, a Delaware limited liability company with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (the “Purchaser”), Dynamac, Inc., an Illinois corporation with offices at 1229 Capitol Drive, Addison, IL 60101(the “Seller”) and Microphase Corporation, a Connecticut corporation with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (“Parent”). The Purchaser, the Seller and Parent are also each hereinafter referred to individually as “a Party” and together as “the Parties”.

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AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec

This Amendment to Securities Purchase Agreement (the “Amendment”) is entered into as of October 6, 2014, by and between Amplitech Group, Inc.(“Company”) and Microphase Corporation(“Purchaser”) (collectively the “Parties”).

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CONSULTING AGREEMENT
Consulting Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec • Connecticut

THIS AGREEMENT is by and between Microphase Corporation. (Hereinafter the “Company”) and Mr. Brian Kelly (hereinafter “Mr. Kelly”). The effective date of this Agreement shall be the date on which Consultant signs it (hereinafter the “Effective Date”).

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BUSINESS AGREEMENT Strategic Partnership between Microphase Corporation and Dynamac, Inc.
Business Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec • Connecticut

This Business Agreement (“Agreement”) is entered between Microphase Corporation (hereinafter “Microphase”) a Connecticut Corporation with offices at 587 Connecticut Avenue, Norwalk, Connecticut 06854 and Dynamac, Inc. (hereinafter “Dynamac”) an Illinois Corporation with offices at 1229 Capitol Drive, Addison, IL 60101. Microphase and Dynamac are also hereinafter referred to individually as “the Party” and together as “the Parties”.

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 16th, 2016 • Microphase Corp • Electronic components, nec • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 12, 2015, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at 587 Connecticut Ave., Norwalk. Connecticut 06854 (the “Company”), and Ronald Durando , an individual and resident of the State of New Jersey with an address located at 43 Alexander Avenue, Nutley, New Jersey 07110 (“Strategic Advisor” and together with the Company, the “Parties” and each, a “Party”).

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SECOND AMENDMENT TO TRANSFER OF CONDOMINIUM AND AGREEMENT TO PAY MORTGAGE DEBT
Condominium and Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec

AGREEMENT made as of the 31st day of March, 2013 between EDSON REALTY INC. (“Edson”), MICROPHASE CORPORATION (“Microphase”), MICROPHASE HOLDING COMPANY LLC (“MHC”), NECDET F. ERGUL (“Ergul”), and RONALD A. DURANDO (“Durando”).

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Third Amendment to Purchase Agreement
Purchase Agreement • February 28th, 2017 • Microphase Corp • Electronic components, nec • Delaware

This THIRD Amendment to Purchase Agreement (this “Third Amendment”) is entered into as of February 21, 2017 by and among Microphase Instruments, LLC, a Delaware limited liability company with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (the “Purchaser”), Dynamac, Inc., an Illinois corporation with offices at 1229 Capitol Drive, Addison, IL 60101(the “Seller”) and Microphase Corporation, a Connecticut corporation with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (“Parent”). The Purchaser, the Seller and Parent are also each hereinafter referred to individually as a “Party” and together as the “Parties.”

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BUSINESS AGREEMENT Strategic Partnership between Microphase Corporation and Dynamac, Inc.
Business Agreement • April 30th, 2015 • Microphase Corp • Electronic components, nec • Connecticut

This Business Agreement (“Agreement”) is entered between Microphase Corporation (hereinafter “Microphase”) a Connecticut Corporation with offices at 587 Connecticut Avenue, Norwalk, Connecticut 06854 and Dynamac, Inc. (hereinafter “Dynamac”) an Illinois Corporation with offices at 1229 Capitol Drive, Addison, IL 60101. Microphase and Dynamac are also hereinafter referred to individually as “the Party” and together as “the Parties”.

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MICROPHASE CORPORATION SEPARATION AGREEMENT
Microphase Corporation Separation Agreement • December 1st, 2016 • Microphase Corp • Electronic components, nec • New Jersey

This Separation Agreement (this “Agreement”) is entered into as of November 30, 2016 (the “Effective Date”) by and between Microphase Corporation, a Connecticut corporation (the “Company”), and Ronald Durando, an individual (“Employee” and together with the Company, the “Parties” and each, a “Party”).

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Second Amendment to Purchase Agreement
Purchase Agreement • November 29th, 2016 • Microphase Corp • Electronic components, nec • Connecticut

This SECOND Amendment to Purchase Agreement (this “Second Amendment”) is entered into as of November 22, 2016 by and among Microphase Instruments, LLC, a Delaware limited liability company with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (the “Purchaser”), Dynamac, Inc., an Illinois corporation with offices at 1229 Capitol Drive, Addison, IL 60101(the “Seller”) and Microphase Corporation, a Connecticut corporation with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 (“Parent”). The Purchaser, the Seller and Parent are also each hereinafter referred to individually as “a Party” and together as “the Parties”.

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NON-EXCLUSIVE SELLING AGREEMENT
Non-Exclusive Selling Agreement • December 16th, 2016 • Microphase Corp • Electronic components, nec • New York

This Non-Exclusive Selling Agreement (this “Agreement”) is made as of October 13, 2016, between Microphase Corporation (the “Company”), and Spartan Capital Securities, LLC (the “Selling Agent”). The Selling Agent and the Company agree:

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LEASE By and between CH TRAP FALLS ASSOCIATES, LLC AND OSMAN SHELTON, LLC, as Landlord and MICROPHASE CORPORATION, as Tenant
Lease • April 30th, 2015 • Microphase Corp • Electronic components, nec • Connecticut

THIS LEASE is made and entered into as of January ___, 2015, by and between CH TRAP FALLS ASSOCIATES, LLC, a Connecticut limited liability company, and OSMAN SHELTON, LLC, a Connecticut limited liability company, having principal offices at c/o Cambridge Hanover, Inc., 65 Locust Avenue, Second Floor, New Canaan, Connecticut 06840 (together “Landlord”) and MICROPHASE CORPORATION, a Connecticut corporation, having an address at 587 Connecticut Avenue, Norwalk, Connecticut 06854 (“Tenant”).

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CONSENT, AMENDMENT AND JOINDER AGREEMENT
Consent, Amendment and Joinder Agreement • November 22nd, 2016 • Microphase Corp • Electronic components, nec • New York

THIS CONSENT, AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) is entered into as of October [__], 2016, by and among MICROPHASE CORPORATION, a Connecticut corporation (“Microphase”), MICROPHASE WEST LLC, a Delaware limited liability company (“Microphase West”, together with Microphase, “Existing Borrowers”), MICROPHASE INSTRUMENTS, LLC, a Delaware limited liability company (“Joining Borrower”) and GERBER FINANCE INC., a New York corporation (“Lender”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2015 • Microphase Corp • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 12, 2015, by and between Microphase Corporation, a Connecticut corporation with its principal place of business located at Microphase Corporation, 587 Connecticut Avenue, Norwalk, CT 06856 (the “Company”), and Michael Ghadaksaz, an individual and resident of the State of Connecticut, with an address located at 90 Dirleton Lane, Inverness, IL 60067 (“Executive” and together with the Company, the “Parties” and each, a “Party”).

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DIRECTOR AGREEMENT
Director Agreement • December 1st, 2016 • Microphase Corp • Electronic components, nec • Delaware

This DIRECTOR AGREEMENT is made as of December 1, 2016 (the “Agreement”), by and between Microphase Corporation., a Connecticut corporation (the “Company”), and [●], an individual (the “Director”).

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WAIVER OF DEFAULTS
Waiver of Defaults • November 22nd, 2016 • Microphase Corp • Electronic components, nec • New York

THIS WAIVER TO THE LOAN AND SECURITY AGREEMENT (this “Waiver”), dated as of November 15, 2016 is entered into by and among MICROPHASE CORPORATION, a Connecticut company, MICROPHASE WEST LLC, a Delaware limited liability company, MICROPHASE INSTRUMENTS, LLC, a Delaware limited liability company (each individually and collectively “Borrower”), NECEDET ERGUL, an individual and RONALD DURANDO, an individual (each individually and collectively, “Guarantor”) and GERBER FINANCE INC., a New York corporation (“Lender”).

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PURCHASE AGREEMENT ACQUSITION OF DYNAMAC’S PROPRIETARY LINE OF RF AND MICROWAVE TEST & MEASUREMENT PRODUCTS
Purchase Agreement • January 27th, 2016 • Microphase Corp • Electronic components, nec • Connecticut

This Purchase Agreement (this “Agreement”) is entered into as of January 21, 2016 by and between Microphase Instruments, LLC, a Delaware limited liability company (the “Purchaser”) with offices at 100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484 and Dynamac, Inc., an Illinois corporation (the “Seller”) with offices at 1229 Capitol Drive, Addison, IL 60101. Microphase and Dynamac are also each hereinafter referred to individually as “a Party” and together as “the Parties”. Certain terms used herein have the definitions set forth in Schedule A attached hereto.

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