Flanders Corp Sample Contracts

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OH&S DRAFT 10/23/96 [FORM OF REPRESENTATIVES' WARRANT AGREEMENT] [SUBJECT TO ADDITIONAL REVIEW] FLANDERS CORPORATION
Warrant Agreement • December 10th, 1996 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • New York
COMMON STOCK
Underwriting Agreement • September 15th, 1997 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • October 23rd, 1996 • Flanders Corp • Blank checks • Florida
CREDIT AGREEMENT
Credit Agreement • April 14th, 2000 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida
EXHIBIT 4.1
Escrow Agreement • November 20th, 1996 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • North Carolina
BACKGROUND:
Assumption and Amendment Agreement • September 15th, 1997 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida
W I T N E S S E T H:
Employment Agreement • April 14th, 2000 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip
BY AND BETWEEN
Stock Purchase Agreement • October 23rd, 1996 • Flanders Corp • Blank checks • North Carolina
EXHIBIT 10.5
Guaranty Agreement • November 20th, 1996 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Texas
AND
Letter of Credit Agreement • May 20th, 1998 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida
W I T N E S S E T H:
Employment Agreement • March 31st, 1998 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip
FLANDERS CORPORATION LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
Long Term Incentive Plan • September 12th, 2006 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • North Carolina

Unless otherwise defined herein, the terms defined in the Flanders Corporation Long Term Incentive Plan ("the "Plan") shall have the same defined meanings in this Option Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2009 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Flanders

This Employment Agreement (the “Agreement”) is entered into by and between Flanders Corporation (the “Company”), and John C. Oakley (“Executive”), effective as of January 28, 2009 (the “Effective Date”). This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and shall be interpreted in a manner consistent with that intention. In consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive hereby agree as follows:

EXHIBIT 10.1 FINANCING AND SECURITY AGREEMENT BY AND AMONG
Financing and Security Agreement • October 3rd, 1996 • Flanders Corp • Blank checks
EXHIBIT 10.8
Subscription Agreement • November 20th, 1996 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • New York
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 24th, 2004 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Georgia

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into on December ___, 2003, by and among FLANDERS CORPORATION ("Flanders," individually and, in its capacity as the representative of the other Borrowers, "Borrowers' Agent"), a North Carolina corporation, FLANDERSIPRECISIONAIRE CORP., a North Carolina corporation ("Flanders/Precisionaire "), FLANDERS FILTERS, INC., a North Carolina corporation ("Filters"); FLANDERS/CSC CORPORATION, a North Carolina corporation ("CSC"), PRECISIONAIRE, INC., a Florida Corporation ("Precisionaire"), PRECISIONAIRE OF UTAH, INC., a Utah corporation ("Utah"), ECO-AIR PRODUCTS, INC., a California corporation ("Eco-Air"), AIR SEAL FILTER HOUSINGS, INC., a Texas corporation ("Air Seal"), and FLANDERS REAL TV CORP., a North Carolina corporation ("Flanders Realty") (all of the foregoing collectively referred to herein as "Borrowers" and individually as a "Borrower"), each with its chief executive office and principal plac

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ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 14th, 2008 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Georgia

THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 20th day of September, 2007, by and among FLANDERS CORPORATION, a North Carolina corporation (“Flanders”), FLANDERS/PRECISIONAIRE CORP., a North Carolina corporation (“Flanders/Precisionaire”), FLANDERS FILTERS, INC., a North Carolina corporation (“Filters”), FLANDERS/CSC CORPORATION, a North Carolina corporation (“CSC”), PRECISIONAIRE, INC., a Florida corporation (“Precisionaire”), PRECISIONAIRE OF UTAH, INC., a Utah corporation (“Utah”), ECO-AIR PRODUCTS, INC., a California corporation (“Eco-Air”), AIR SEAL FILTER HOUSINGS, INC., a Texas corporation (“Air Seal”), and FLANDERS REALTY CORP., a North Carolina corporation (“Flanders Realty”; Flanders, Flanders/Precisionaire, Filters, CSC, Precisionaire, Utah, Eco-Air, Air Seal and Flanders Realty are herein referred to collectively as “Borrowers” and each individually as a “Borrower”), each with its chief executive office and principal

BACKGROUND
Credit Agreemeent • March 31st, 1998 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida
EXHIBIT 10.7
Escrow Agreement • November 20th, 1996 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • New York
JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2011 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

LOAN AGREEMENT
Loan Agreement • March 31st, 1998 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip
LEASE AGREEMENT
Lease Agreement • September 7th, 2007 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip

THIS LEASE AGREEMENT is made and entered this ___ day of _________ 200_, by and between WAL-PAT, LLC, a North Carolina limited liability company (the “Lessor’’); and FLANDERS/PRECISIONAIRE CORP., a North Carolina corporation (the “Lessee”).

FIBERGLASS SUPPLY AGREEMENT
Fiberglass Supply Agreement • June 20th, 2008 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • North Carolina

This Fiberglass Supply Agreement (“ Agreement”) is made this 30th day of April, 2008, by and between: (i) Superior Fibers, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Superior” or “Seller”) ; and (ii) Flanders Corporation and Flanders/Precisionaire Corp., corporations organized and existing under the laws of the State of North Carolina (collectively “Flanders” or “Buyer”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • August 7th, 2007 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Florida

This Separation Agreement and General Release (“Agreement”), dated August 2, 2007, is entered into by and between John Hodson (“Employee”) and Flanders Corporation (“Company”).

EXHIBIT 2.1 Stock Purchase Agreement by and between the Registrant and the shareholders of Precisionaire dated July 1, 1996, previously filed as Exhibit 10.1 of the Company's 10-Q for the period ending June 30, 1996 incorporated herein by reference.
Stock Purchase Agreement • October 3rd, 1996 • Flanders Corp • Blank checks

Stock Purchase Agreement by and between the Registrant and the shareholders of Precisionaire dated July 1, 1996, previously filed as Exhibit 10.1 of the Company's 10-Q for the period ending June 30, 1996 incorporated herein by reference.

SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 1st, 2008 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Georgia

THIS SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made on July 15, 2008, by and among FLANDERS CORPORATION (“Flanders,” individually and, in its capacity as the representative of the other Borrowers, “Borrowers’ Agent”), a North Carolina corporation, FLANDERS/PRECISIONAIRE CORP., a North Carolina corporation (“Flanders/Precisionaire”), FLANDERS FILTERS, INC., a North Carolina corporation (“Filters”); FLANDERS/CSC CORPORATION, a North Carolina corporation (“CSC”), PRECISIONAIRE, INC., a Florida corporation (“Precisionaire”), PRECISIONAIRE OF UTAH, INC., a Utah corporation (“Utah”), ECO-AIR PRODUCTS, INC., a California corporation (“Eco-Air”), AIR SEAL FILTER HOUSINGS, INC., a Texas corporation (“Air Seal”), and FLANDERS REALTY CORP., a North Carolina corporation (“Flanders Realty”) (all of the foregoing collectively referred to herein as “Borrowers” and individually as a “Borrower”), each with its chief executive office and principal place of business at 23

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 24th, 2004 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip • Georgia

THISS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into on ________________ 2003, by and among FLANDERS CORPORA,TION ("Flanders," individually and, in its capacity as the representative of the other Borrowers, "Borrowers" Agent"), a North Carolina corporation, FLANDERS/PRECISIONAIRE CORP., a North Carolina corporation. ("Flanders/Precisionaire") FLANDERS FILTERS, INC., a North Carolina corporation ("Filters"); FLANDERS/CSC CORPORATION, a North Carolina corporation ("CSC"), PRECISIONAlRE, INC. a Florida corporation ("Precisionaire"), PRECISIONAIRE OF UTAH, INC., a Utah corporation ("Utah"), ECO-AIR PRODUCTS) INC., a California corporation ("Eco-Air") AIR SEAL FILTER HOUSINGS, INC., a "Texas corporation ("Air Seal"), and FLANDERS REALTY CORP., a North Carolina corporation ("Flanders Realty") (all of the foregoing collectively referred to herein as "Borrowers" and individually as a "Borrower"), each with its chief executive office and principal p]a

MASTER LEASE AMENDMENT TO THE LEASE AGREEMENTS DESCRIBED BELOW BETWEEN WAL-PAT, LLC AND FLANDERS/PRECISIONAIRE CORP
Master Lease • September 7th, 2007 • Flanders Corp • Industrial & commercial fans & blowers & air purifing equip

This Master Lease Amendment (the “Amendment”), executed by the parties on September 6, 2007, (the “Amendment Effective Date”), between WAL-PAT, LLC, a North Carolina limited liability company (hereinafter “Lessor”) and FLANDERS/PRECISIONAIRE CORP, a North Carolina corporation (hereinafter “Lessee”) (both of which may collectively be referred to as the “Parties”), amends each of the Lease Agreements between Lessor and Lessee described below (together, the “Leases”, and individually, a “Lease”) as follows:

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