Chase Corp Sample Contracts

RECITALS,
Loan Agreement • November 24th, 2004 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2021 among CHASE CORPORATION and NEPTCO INCORPORATED, as the Borrowers, THE BORROWERS AND THE SUBSIDIARIES OF THE BORROWERS PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as...
Credit Agreement • August 2nd, 2021 • Chase Corp • Electric lighting & wiring equipment • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 27, 2021 among CHASE CORPORATION, a Massachusetts corporation (a “Borrower,” or the “Chase Borrower”), NEPTCO INCORPORATED, a Rhode Island corporation (a “Borrower,” or the “NEPTCO Borrower,” and together with the Chase Borrower, the “Borrowers”), STEWART SUPERABSORBENTS, LLC, a North Carolina limited liability company (“Stewart”), STEWART SA, INC., a North Carolina corporation (“SA Inc.”) and the other Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and BOFA SECURITIES, INC., as syndication agent (“Syndication Agent”).

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT NOTE
Revolving Credit Note • November 24th, 2004 • Chase Corp • Electric lighting & wiring equipment
AGREEMENT AND PLAN OF MERGER dated as of July 21, 2023 among CHASE CORPORATION, FORMULATIONS PARENT CORPORATION and FORMULATIONS MERGER SUB CORPORATION
Agreement and Plan of Merger • July 24th, 2023 • Chase Corp • Electric lighting & wiring equipment • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 21, 2023, among Chase Corporation, a Massachusetts corporation (the “Company”), Formulations Parent Corporation, a Delaware corporation (“Parent”), and Formulations Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

VOTING AGREEMENT
Voting Agreement • July 24th, 2023 • Chase Corp • Electric lighting & wiring equipment • Delaware

This Voting Agreement (this “Agreement”), dated as of July 21, 2023, is entered into by and among Formulations Parent Corporation, a Delaware corporation (“Parent”) and the parties listed on Exhibit A hereto (collectively, the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

SEVERANCE AGREEMENT
Severance Agreement • November 16th, 2009 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Agreement dated as of October 1, 2008 is by and between Chase Corporation, a Massachusetts corporation (the “Company”), and Adam P. Chase, (the “Executive”),

TERM NOTE
Term Note • November 24th, 2004 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
SEVERANCE AGREEMENT
Severance Agreement • July 12th, 2021 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Agreement dated as of January 27, 2021 is by and between Chase Corporation, a Massachusetts corporation (the “Company”), and Michael Bourque, (the “Executive”).

RESTRICTED STOCK AGREEMENT UNDER THE 2013 INCENTIVE PLAN
Restricted Stock Agreement • November 13th, 2019 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Restricted Stock Agreement (the “Agreement”), dated as of , is by and between Chase Corporation (the “Company”) and (the “Restricted Stockholder”).

STOCK PURCHASE AGREEMENT by and among Richard W. Aho, RWA, Inc. and CHASE CORPORATION
Stock Purchase Agreement • August 12th, 1999 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
CHASE CORPORATION AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (NON EMPLOYEE DIRECTOR)
Restricted Stock Agreement • November 9th, 2023 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Restricted Stock Agreement (the “Agreement”), made as of ____ __, ____ (“Date of Grant”) by and between Chase Corporation (the “Company”) and _________(the “Restricted Stockholder”).

Contract
Asset Purchase Agreement      Asset Purchase Agreement • November 28th, 2001 • Chase Corp • Electric lighting & wiring equipment • Illinois

ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT dated as of November 1, 2001, between Chase Corporation, a Massachusetts corporation (the "Buyer") and TC Manufacturing Co., Inc., an Illinois corporation (the "Seller").

CHASE CORPORATION Stock Option Agreement
Stock Option Agreement • November 16th, 2009 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

Chase Corporation (the “Company”) hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase Common Stock of the Company:

RESTRICTED STOCK AGREEMENT UNDER THE 2005 INCENTIVE PLAN
Restricted Stock Agreement • January 9th, 2008 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Restricted Stock Agreement (the “Agreement”), dated as of , is by and between Chase Corporation (the “Company”) and (the “Restricted Stockholder”).

AGREEMENT AND PLAN OF MERGER by and among NEPTCO HOLDINGS, INC., CHASE CORPORATION, and NEPTCO ACQUISITION CORP. June 27, 2012
Agreement and Plan of Merger • July 3rd, 2012 • Chase Corp • Electric lighting & wiring equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of June 27, 2012, by and among NEPTCO Holdings, Inc., a Delaware corporation (the “Company”), Chase Corporation, a Massachusetts corporation (the “Buyer”), and NEPTCO Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Buyer (the “Merger Sub” and, together with the Company, the “Constituent Corporations”). Unless otherwise defined herein, capitalized terms used herein are defined in Exhibit A attached hereto.

SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 14th, 2005 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

THIS AMENDMENT (the “Amendment”) is made as of February 1, 2005 by and between CHASE CORPORATION (the “Borrower”); and FLEET NATIONAL BANK (the “Bank”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 7th, 2017 • Chase Corp • Electric lighting & wiring equipment • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 6, 2017, is by and among CHASE CORPORATION, a Massachusetts corporation (the “Chase Borrower”), NEPTCO INCORPORATED, a Rhode Island corporation (the “NEPTCO Borrower, and together with the Chase Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 6th, 2017 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Asset Purchase Agreement (the “Agreement”) is made and entered into effective as of September 30, 2016 by and among (i) Resin Designs, LLC, a Massachusetts limited liability company (the “Company”); (ii) Donald G. Giroux (“Giroux”), Timothy F. Desmond (“Desmond”), and Paul Ellsworth (“Ellsworth”); and (iii) Chase Corporation, a Massachusetts corporation (the “Purchaser”). Giroux, Desmond, and Ellsworth shall each hereinafter be referred to singly as a “Seller” and, collectively, as the “Sellers”.

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NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 13th, 2006 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Ninth Amendment (this “Amendment”) is made as of February 28, 2006 between CHASE CORPORATION (the “Borrower”) and BANK OF AMERICA, N.A., a national banking association as successor by merger to Fleet National Bank (the “Bank”).

SPLIT-DOLLAR AGREEMENT BETWEEN CHASE CORPORATION AND PETER R. CHASE
Split-Dollar Agreement • January 14th, 2005 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

THIS AGREEMENT made and entered into this 10th day of January, 2005, effective as of the 23rd day of June, 2004, by and between Chase Corporation, a Massachusetts corporation, with principal offices and place of business in the State of Massachusetts (the “Corporation”), and Peter R. Chase, an individual residing in the State of Massachusetts (the “Employee”),

CHASE CORPORATION Stock Option Agreement
Stock Option Agreement • January 6th, 2017 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

Chase Corporation (the “Company”) hereby grants to you (the “Optionee”) the following option (the “Option”) to purchase Common Stock of the Company:

EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 23rd, 2005 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

THIS AMENDMENT (the “Amendment”) is made as of October 12, 2005 by and between CHASE CORPORATION (the “Borrower”); and BANK OF AMERICA, N.A., successor by merger to Fleet National Bank (the “Bank”).

Life Insurance Reimbursement Agreement
Insurance Reimbursement Agreement • January 14th, 2005 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

In connection with the non-qualified EMPLOYEE’S SUPPLEMENTAL PENSION AND SAVINGS PLAN (the “SERP”) established by Chase Corporation (the “Company”), the Company structured a split dollar life insurance program for its President, Peter R. Chase (the “Executive”) in 1997. The program was restructured as a result of the enactment of Sarbanes-Oxley and the issuance by the Internal Revenue Service of regulations relating to the treatment of so-called “equity” split dollar arrangements. Under the restructured arrangement the Company has entered into the SPLIT DOLLAR AGREEMENT dated January 10, 2005 with the Executive (the “Split Dollar Agreement”). The Company is entering into this agreement in recognition of the Executive’s valuable services to the Company and the voluntary transfer as part of the restructuring program by the Executive to the Company of life insurance policies, which were owned by the Executive and subject to a collateral assignment split dollar agreement with the Company.

BILL OF SALE
Chase Corp • November 24th, 2004 • Electric lighting & wiring equipment • New Jersey
TERM NOTE
Term Note • April 9th, 2012 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
AMENDMENT TO THE ENDORSEMENT SPLIT-DOLLAR AGREEMENT
Endorsement Split-Dollar Agreement • April 9th, 2009 • Chase Corp • Electric lighting & wiring equipment

This Amendment to the Endorsement Split-Dollar Agreement is made and entered into as of this 30th day of December 2008 by and among CHASE CORPORATION, a Massachusetts corporation (the “Corporation”) and Sarah Chase, in her capacity as the trustee of the ELC Irrevocable Life Insurance Trust, an agreement of trust dated May 27, 1995 (referred to hereunder, together with any additional or successor trustee serving under said agreement, as the “Trustee”).

ASSET PURCHASE AGREEMENT among RWA, INC., d/b/a CHASE EMS, CHASE CORPORATION, MC ASSEMBLY LLC and M C TEST SERVICE, INC., but only with respect to Section 6.14 Effective Date: June 28, 2010
Asset Purchase Agreement • November 15th, 2010 • Chase Corp • Electric lighting & wiring equipment

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2010, is made and entered into by and among RWA, Inc., d/b/a Chase EMS, a Massachusetts corporation (“Seller”), Chase Corporation, a Massachusetts corporation (“Parent” and together with Seller, the “Seller Parties”), MC Assembly LLC, a Delaware limited liability company (“Buyer”), and, for purposes of Section 6.14 only, M C Test Service, Inc., a Florida corporation (“MC Test”). The Seller Parties and Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 AND ALLONGE TO TERM NOTE
Term Note • April 9th, 2012 • Chase Corp • Electric lighting & wiring equipment • Massachusetts

This Amendment No. 1 and Allonge to Term Note (the “Agreement”) is by and between RBS Citizens, National Association (successor by merger to Citizens Bank of Massachusetts), having an address of 28 State Street, Boston, MA 02109 (the “Lender”) and Chase Corporation, a Massachusetts corporation having an address of 26 Summer Street, Bridgewater, MA 02324 (the “Borrower”). This Agreement shall be considered an allonge to the Note (as defined below) and is hereby firmly affixed to and made part of the Note.

DATED 18 DECEMBER 2009
Chase Corp • April 9th, 2010 • Electric lighting & wiring equipment • England

[Certain schedules to the agreement are omitted from this exhibit as contemplated by Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally to the Commission, upon request, a copy of any omitted schedule.]

EXHIBIT 10.50 AMENDED AND RESTATED REVOLVING CREDIT NOTE
Chase Corp • November 24th, 2004 • Electric lighting & wiring equipment

FOR VALUE RECEIVED, CHASE CORPORATION, a Massachusetts corporation (the "Borrower"), hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Six Million Dollars ($6,000,000.00) or such portion thereof as may be advanced by the Bank pursuant to Section 1.2 of that First Amended and Restated Loan Agreement of even date herewith between the Bank and the Borrower, as amended, restated, supplemented, replaced or otherwise modified from time to time (the "Loan Agreement") and remains outstanding from time to time hereunder ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in full of all Principal and interest hereunder. Terms defined in the Loan Agreement are used herein with the meanings so defined.

TERM NOTE
Term Note • November 23rd, 2005 • Chase Corp • Electric lighting & wiring equipment • Massachusetts
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