AFG Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 2nd, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • Delaware
This Indemnification Agreement is effective as of [●], 2018, (this “Agreement”) and is between AFG Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of June 8 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME CORTLAND CAPITAL MARKET SERVICES LLC, as...Credit Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • New York
This CREDIT AGREEMENT is entered into as of June 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.), a Delaware corporation (“Parent”), AMERIFORGE GROUP INC., a Texas corporation (the “Borrower”), the Guarantors party hereto from time to time, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AFG HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 8, 2017Registration Rights Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2017, by and among AFG Holdings, Inc., a Delaware corporation (the “Company”), and all of the stockholders of the Company who were issued shares of Company Common Stock in the Plan (each such party as identified on Schedule I hereto, together with any Person (as defined below) who hereafter becomes a party to this Agreement, a “Holder” and collectively, the “Holders”). The Company and the Holders are referred to collectively herein as the “Parties.”
ABL CREDIT AGREEMENT Dated as of June 7, 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH as...Abl Credit Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • New York
This ABL CREDIT AGREEMENT is entered into as of June 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) among AFG HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIFORGE GROUP INC., a Texas corporation (the “Borrower”), the other Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent, Collateral Agent and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of December 1, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Larry Blackburn (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee, (i) Optionee is executing and delivering a counterpart of the Stockholders Agreement between the Company and certain of its stockholders, dated June 8, 2017, as the same may be amended from time to time (the “Stockholders Agreement”) and thereby agrees to be bound by the Stockholders Agreement as a “Holder” thereunder, and (ii) Optionee has purchased a number of shares of common stock of the Company (“Common Stock”) with an aggregate value as of the Date of Grant of $250,000.
AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of July 31, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Tom Giles (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee, (i) Optionee is executing and delivering a counterpart of the Stockholders Agreement between the Company and certain of its stockholders, dated June 8, 2017, as the same may be amended from time to time (the “Stockholders Agreement”) and thereby agrees to be bound by the Stockholders Agreement as a “Holder” thereunder.
WARRANT AGREEMENT between AFG HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. COMPUTERSHARE INC., as Warrant Agent Dated as of June 8, 2017 Warrants To Purchase Common StockWarrant Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • New York
AGREEMENT dated as of June 8, 2017 between AFG Holdings, Inc., a Delaware corporation (referred to herein as the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company (collectively referred to herein as the “Warrant Agent”).
AMENDMENT NO. 1 TO AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment
THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of May [ ], 2018 (the “Effective Date”) and amends that certain Nonqualified Stock Option Agreement (the “Agreement”) dated effective as of [DATE] between [EXECUTIVE] (“Optionee”) and AFG Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 12th, 2018 • AFG Holdings, Inc. • Oil & gas field machinery & equipment • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [·], 2018, is entered into by and among AFG Holdings, Inc., a Delaware corporation (the “Company”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Stockholders”).
