EXHIBIT 4(a) LOAN AND SECURITY AGREEMENT GMAC BUSINESS CREDIT, LLC ("Lender"), a Delaware limited liability company, with offices at 3000 Town Center, Suite 280, Southfield, Michigan 48075 and TRANSCAT, INC. an Ohio Corporation ("Parent"), and...Loan and Security Agreement • February 12th, 2003 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • Michigan
1 EXHIBIT 4(c) REVOLVING CREDIT AND TERM LOAN AGREEMENTLoan Agreement • April 18th, 1997 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10(a) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made as of April 1, 2000 by and between TRANSMATION, INC., an Ohio corporation (the "Corporation"), and ROBERT G. KLIMASEWSKI (the "Employee"). The parties agree...Employment Agreement • August 11th, 2000 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
AMONGStock Purchase Agreement • January 10th, 2002 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
Exhibit 99(a) [FLUKE ELECTRONICS CORPORATION LOGO] Effective Date: December __, 2001 DISTRIBUTOR AGREEMENT Fluke Electronics Corporation Transmation, Inc. P.O. Box 9090 m/s: 215 10 Vantage Point Drive, Ste. 1 Everett, WA 98206-9090 Rochester, NY 14606...Distributor Agreement • June 5th, 2002 • Transmation Inc • Instruments for meas & testing of electricity & elec signals
AMONGAgreement and Plan of Merger • February 16th, 1999 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
BETWEENAsset Purchase Agreement • April 18th, 1997 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
I. SALE OF ASSETS --------------Asset Purchase Agreement • February 5th, 2002 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • Ohio
AMENDMENT NO. 1 DATED AS OF MARCH 31, 1998 TOCredit and Term Loan Agreement • June 26th, 1998 • Transmation Inc • Instruments for meas & testing of electricity & elec signals
AGREEMENT AND AMENDMENT NO. 3 TO REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • February 7th, 1997 • Transmation Inc • Instruments for meas & testing of electricity & elec signals
1 EXHIBIT 4(d) GENERAL SECURITY AGREEMENT -------------------------- TRANSMATION, INC. ("BORROWER"), an Ohio corporation authorized to do business in New York State, with an office and principal place of business at 10 Vantage Point Drive, Rochester,...General Security Agreement • April 18th, 1997 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10 (d) NON-STATUTORY STOCK OPTION AGREEMENT THIS NON-STATUTORY STOCK OPTION AGREEMENT is made as of April 21, 1998 by and between TRANSMATION, INC., an Ohio corporation (the "Company"), and BARRY F. WHARITY (the "Optionee"). The parties agree...Non-Statutory Stock Option Agreement • June 26th, 1998 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10 (b) AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") has been made as of April 1, 1998 by and between TRANSMATION, INC., an Ohio corporation (the "Corporation"), and ROBERT G....Employment Agreement • June 26th, 1998 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
1 Exhibit 10(b) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") has been made as of January 29, 2001 by and between TRANSMATION, INC., an Ohio corporation (the "CORPORATION"), and PETER J. ADAMSKI (the "EMPLOYEE"). The parties agree...Employment Agreement • June 29th, 2001 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
736,845 Shares TRANSCAT, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
Transcat, Inc., an Ohio corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 736,845 shares (the “Firm Shares”) of the Company’s common stock, $0.50 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 110,526 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
1 Exhibit 10(c) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made as of April 1, 1999 by and between TRANSMATION, INC., an Ohio corporation (the "Corporation"), and ERIC W. MCINROY (the "Employee"). The parties hereby as...Employment Agreement • June 29th, 1999 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
RECITALS:Credit and Loan Agreement • July 18th, 2002 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
1 Exhibit 10(b) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made as of April 1, 1999 by and between TRANSMATION, INC., an Ohio corporation (the "Corporation"), and ROBERT G. KLIMASEWSKI (the "Employee"). The parties...Employment Agreement • June 29th, 1999 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10(a) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made as of December 7, 1999 by and between TRANSMATION, INC., an Ohio corporation (the "Corporation"), and ROBERT G. KLIMASEWSKI (the "Employee"). The parties...Employment Agreement • June 29th, 2000 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 4(d) AGREEMENT AND AMENDMENT NO. 2 TO AN EXISTING REVOLVING CREDIT FACILITY AGREEMENT THIS AGREEMENT AND AMENDMENT NO. 2 TO AN EXISTING REVOLVING CREDIT FACILITY AGREEMENT is made December , 1995, by and between MANUFACTURERS AND TRADERS TRUST...Agreement • March 19th, 1996 • Transmation Inc • Instruments for meas & testing of electricity & elec signals
Exhibit 10(a) AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROL This Agreement is made and entered into as of the [ ] day of [ ], 2004 by and among TRANSCAT, INC., an Ohio corporation (the "Company"), having its principal place of business at 35 Vantage...Transcat Inc • June 21st, 2004 • Instruments for meas & testing of electricity & elec signals • Ohio
RECITALS --------Loan and Security Agreement • June 11th, 2003 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • Michigan
TRANSCAT, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS Registration Rights Agreement (this “Agreement”) is made as of July 12, 2023 (the “Effective Date”), by and among TRANSCAT, INC., an Ohio corporation (the “Company”), and JAMES R. BAKER (“Holder”).
SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENTCredit Facility Agreement • July 12th, 2021 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
This SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of the 7th day of July, 2021, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 3 City Center, 180 S. Clinton Avenue, Rochester, NY 14604.
AGREEMENT AND PLAN OF MERGER among TRANSCAT, INC., AXIOM TEST EQUIPMENT, LLC, AXIOM TEST EQUIPMENT, INC., GARY F. SHILTS, Trustee of the Shilts Family 2008 Trust, DTD 5/6/2008, JOSHUA SHILTS, SHANNON JOHNSON, TRUSTEE of the Shannon and Gloria Johnson...Agreement and Plan of Merger • August 17th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 8, 2023, by and among TRANSCAT, INC., an Ohio corporation (“Parent”), AXIOM TEST EQUIPMENT, LLC, a Delaware limited liability company (“Merger Sub”), AXIOM TEST EQUIPMENT, INC., a California corporation (the “Company”), and GARY F. SHILTS, Trustee of the Shilts Family 2008 Trust, DTD 5/6/2008 (the “Shilts Trust”), JOSHUA SHILTS, an individual, SHANNON JOHNSON, Trustee of the Shannon and Gloria Johnson Living Trust (the “Johnson Trust”), and LAVON M. PARRISH, an individual (together with the Shilts Trust, Joshua Shilts, and the Johnson Trust, each, individually, a “Shareholder” and, collectively, “Shareholders”), GARY F. SHILTS, individually (“G. Shilts”), and SHANNON JOHNSON, individually (“Johnson” and, together with G. Shilts and Shareholders, the “Shareholder Parties”), and JOSHUA SHILTS, solely in his capacity as the representative for Shareholders (the “Shareholder Representative”). Parent,
ASSET PURCHASE AGREEMENT by and among TRANSCAT, INC., EXCALIBUR ENGINEERING, INC., CHRISTOPHER LAPLANTE FAMILY TRUST DATED 12/23/97 and CHRISTOPHER M. LAPLANTE Dated as of April 1, 2016Asset Purchase Agreement • June 20th, 2016 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
This Asset Purchase Agreement, dated as of April 1, 2016, is made by and among Transcat, Inc., an Ohio corporation (“Buyer”), Excalibur Engineering, Inc., a California corporation (“Seller”), Christopher LaPlante Family Trust Dated 12/23/97 (the “Trust”) and Christopher M. LaPlante (“LaPlante”). Buyer, Seller, the Trust and LaPlante are collectively referred to herein as the “Parties”, and each is a “Party.”
SHARE PURCHASE AGREEMENT among TRANSCAT, INC. JOHN CUMMINS and ROSS LANEShare Purchase Agreement • November 3rd, 2021 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2021, by and among TRANSCAT, INC., an Ohio corporation (“Buyer”), and JOHN CUMMINS and ROSS LANE (each, individually, a “Seller” and, collectively, “Sellers”). Buyer and each Seller is referred to herein as a “Party” and together as the “Parties”.
TRANSCAT, INC. AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROLAgreement for Severance Upon Change in Control • June 20th, 2012 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • Ohio
This Agreement for Severance Upon Change in Control (this “Agreement”) is made and entered into as of May 7, 2012, by and between Transcat, Inc., an Ohio corporation (the “Company”), having its principal place of business at 35 Vantage Point Drive, Rochester, New York 14624, and Charles P. Hadeed (the “Employee”).
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT dated as of August 14, 2008 between TRANSCAT, INC. and JPMORGAN CHASE BANK, N.A.Credit Agreement • November 12th, 2008 • Transcat Inc • Instruments for meas & testing of electricity & elec signals • New York
This Amendment Number One to Credit Agreement (“Amendment”), dated as of August 14, 2008, is made by and between TRANSCAT, INC. (the “Borrower”) and JPMORGAN CHASE BANK, N.A. (the “Lender”).
LOCK-UP AGREEMENTLock-Up Agreement • August 17th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
January ___, 1998 Joseph Charles and Associates, Inc. 2500 North Military Trail Suite 300 Boca Raton, FL 33431 Madames and Gentlemen: William J. Berk (the "Selling Shareholder") residing at 9258 Vista Del Lago (21A), Boca Raton, Florida 33428,...Transmation Inc • February 5th, 1998 • Instruments for meas & testing of electricity & elec signals
M&T Place, 255 East Avenue, Rochester, NY 14604 October 7, 2013 Transcat, Inc.Transcat Inc • November 8th, 2013 • Instruments for meas & testing of electricity & elec signals
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 12th, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
This First Amendment to Share Purchase Agreement (this “Amendment”) is made and effective as of September 11, 2023 (the “Amendment Effective Date”), by and between TRANSCAT, INC., an Ohio corporation (“Buyer”), and JOHN CUMMINS and ROSS LANE (each, a “Seller” and, collectively, “Sellers”). Buyer and Sellers are referred to herein, individually, as a “Party” and together as the “Parties”.
BY AND AMONGCredit and Loan Agreement • November 13th, 1998 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • New York
10b5-1 Trading Plan Agreement10b5-1 Trading Plan Agreement • December 23rd, 2019 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
This 10b5-1 Trading Plan Agreement dated December 18, 2019 (the “Trading Plan”) is between Lee D. Rudow (“Seller”) and Dougherty & Company LLC (“D&Co”), a limited liability company organized under the laws of Delaware and registered as a broker dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting as agent.
