1 EXHIBIT 1.1 HERMAN MILLER, INC. FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES)Miller Herman Inc • May 5th, 2000 • Office furniture • New York
FIRST AMENDMENT Dated as of February 11, 1999 toNote Purchase Agreement • August 17th, 1999 • Miller Herman Inc • Office furniture • Illinois
amongCredit Agreement • August 17th, 1999 • Miller Herman Inc • Office furniture • Michigan
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2017 • HypGen Inc • Office furniture • Nevada
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of November 15, 2017 (the “Execution Date”), is entered into by and between HypGen, Inc., a Nevada corporation with its principal executive office at 1119 Avenue of the Stars, Suite 1100, Century City, CA 90067 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the “Investor”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 13, 2016 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and JPMORGAN CHASE...Credit Agreement • September 16th, 2016 • Miller Herman Inc • Office furniture • New York
This Fourth Amended and Restated Credit Agreement (this “Agreement”), dated as of September 13, 2016, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
CREDIT AGREEMENTCredit Agreement • September 20th, 1999 • Kimball International Inc • Office furniture • Indiana
EQUITY FINANCING AGREEMENTEquity Financing Agreement • November 16th, 2017 • HypGen Inc • Office furniture • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of November 15, 2017 (the “Execution Date”), is entered into by and between HypGen, Inc., a Nevada corporation with its principal executive office at 1119 Avenue of the Stars, Suite 1100, Century City, California, 90067 (the “Company”),and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the “Investor”).
ContractMega Bridge Inc. • July 10th, 2017 • Office furniture • Arizona
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
CREDIT AGREEMENT dated as of July 19, 2021 among HERMAN MILLER, INC., as the Borrower, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agents, and GOLDMAN SACHS BANK USA as Collateral AgentCredit Agreement • July 20th, 2021 • Herman Miller Inc • Office furniture • Delaware
CREDIT AGREEMENT, dated as of July 19, 2021, among Herman Miller, Inc., a Michigan corporation (the “Borrower”), Goldman Sachs Bank USA, as administrative agent for the Term B Facility (as defined below) (in such capacity, the “Term Administrative Agent”) and as Collateral Agent (as defined below), Wells Fargo Bank, National Association, as administrative agent for the Term A Facility and the Revolving Facility (each as defined below) (in such capacity, the “PR Administrative Agent” and, together with the Term Administrative Agent, each an “Administrative Agent” and collectively, the “Administrative Agents”) and as Swingline Lender (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
JPMorgan CREDIT AGREEMENT dated as of April 23, 2008 among KIMBALL INTERNATIONAL, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Agent and LC Issuer ___________________________ LASALLE BANK NATIONAL ASSOCIATION, as...Credit Agreement • April 28th, 2008 • Kimball International Inc • Office furniture • Indiana
This Agreement, dated as of April 23, 2008, is among Kimball International, Inc., the Lenders and JPMorgan Chase Bank, N.A., as LC Issuer and as Agent. The parties hereto agree as follows:
ContractMega Bridge Inc. • July 10th, 2017 • Office furniture • Arizona
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
AGREEMENT AND PLAN OF MERGER by and among KIMBALL ELECTRONICS MANUFACTURING, INC. GATOR ELECTRONICS, INC. and REPTRON ELECTRONICS, INC. Dated as of December 18, 2006Agreement and Plan of Merger • December 19th, 2006 • Kimball International Inc • Office furniture • Florida
The following schedules have been omitted from this filing and will be supplementally furnished to the Securities and Exchange Commission upon request.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2011, among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • January 9th, 2013 • Miller Herman Inc • Office furniture • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 18, 2012 among KIMBALL INTERNATIONAL, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Agent and LC Issuer and BANK OF AMERICA, N.A., as Syndication Agent and PNC...Credit Agreement • December 20th, 2012 • Kimball International Inc • Office furniture • Indiana
This Amended and Restated Credit Agreement, dated as of December 18, 2012, is among Kimball International, Inc., the Lenders party hereto and JPMorgan Chase Bank, N.A., as LC Issuer and as Administrative Agent. The parties hereto agree as follows:
PUBLISHED DEAL CUSIP #427430AL7 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 28, 2019 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 29th, 2019 • Miller Herman Inc • Office furniture
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 21, 2014 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and JPMORGAN CHASE BANK,...Credit Agreement • July 22nd, 2014 • Miller Herman Inc • Office furniture • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 21, 2014, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
Exhibit 10.8 FOURTH AMENDMENT TO LEASEAgreement • March 29th, 1996 • Core Technologies Inc/Pa • Office furniture
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2011 • Kimball International Inc • Office furniture • Indiana
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into between Kimball International, Inc., an Indiana corporation, and the undersigned executive employee ("Executive").
Fixed Dollar Collared Accelerated Share Repurchase TransactionMiller Herman Inc • January 4th, 2008 • Office furniture
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. Incorporated (“MSCO”) and Herman Miller, Inc. (the “Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
MEGA BRIDGE TO BE KNOWN AS HYPGEN INC. CONSULTING AGREEMENTConsulting Agreement • July 10th, 2017 • Mega Bridge Inc. • Office furniture
THIS AGREEMENT, dated this 28th day of JUNE 2017, is made by and between MEGA BRIDGE., a Nevada Corporation with primary place of business at 501 Madison Avenue 14th Floor. New York, NY 10022 and its successors (the “Company”), and Brighton Capital, Ltd., with primary address at 1875 Century Park East Suite 700, Los Angeles, CA 90067 (the “CONSULTANT”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 22nd, 2021 • Herman Miller Inc • Office furniture • Delaware
STOCK PURCHASE AGREEMENT, dated as of April 19, 2021 (this “Agreement”), by and between Herman Miller, Inc., a Michigan corporation (the “Purchaser”), Furniture Investments Acquisitions S.C.S., a common limited partnership (société en commandite simple) (the “Seller” and, together with the Purchaser, the “Parties” and each a “Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 22nd, 2021 • Herman Miller Inc • Office furniture • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of April 19, 2021, by and among Herman Miller, Inc., a Michigan corporation (“Parent”), and Furniture Investments Acquisitions S.C.S., a common limited partnership (société en commandite simple) (the “Stockholder”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2011, among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • November 18th, 2011 • Miller Herman Inc • Office furniture • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 18, 2011, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 7th, 2020 • Herman Miller Inc • Office furniture
This certifies that Herman Miller, Inc. (the "Company") has on [insert date/month/year] (the "Award Date"), granted to [insert employee’s first and last name] (the "Participant") an award (the "Award") of [insert shares granted] restricted stock units (the "Restricted Stock Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this agreement (the "Award Agreement"). A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.
EXECUTIVE’S NAME) CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 1st, 2017 • Miller Herman Inc • Office furniture • Michigan
THIS AGREEMENT is entered into as of _____________, 20__, by and between Herman Miller, Inc., a Michigan corporation, and James E. Christenson (the “Executive”).
Private Shelf AgreementPrivate Shelf Agreement • January 6th, 2011 • Miller Herman Inc • Office furniture • Illinois
Table of Contents Section Heading Page Section 1. Authorization of Notes 1 Section 1.1. Authorization of Issue of Notes 1 Section 1.2. Additional Interest 1 Section 2. Sale and Purchase of Notes 2 Section 3. Closing 5 Section 3.1. Facility Closings 5 Section 3.1. Rescheduled Facility Closings 6 Section 4. Conditions to Closing 6 Section 4.1. Representations and Warranties 6 Section 4.2. Performance; No Default 6 Section 4.3. Compliance Certificates 7 Section 4.4. Opinions of Counsel 7 Section 4.5. Purchase Permitted By Applicable Law, Etc 7 Section 4.6. Payment of Fees 7 Section 4.7. Private Placement Number 8 Section 4.8. Changes in Corporate Structure 8 Section 4.9. Material Adverse Change 8 Section 4.10. Subsidiary Guaranties; Confirmation of Subsidiary Guarantees 8 Section 4.11. Proceedings and Documents 8 Section 5. Representations and Warranties of the Company 8 Section 5.1. Organization; Power and Authority 8 Section 5.2. Authorization, Etc 9 Section 5.3. Disclosure 9 Section 5.
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN HMVA PERFORMANCE SHARE UNIT AWARD AGREEMENTHmva Performance Share Unit Award Agreement • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the “Company”) has on August 22, 2018 (the “Award Date”), granted to Andrea Owen (the “Participant”) an award (the “Award”) of 16,383 target Performance Share Units (the “Target Performance Share Units”) pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTTerm Incentive Plan Stock Option Agreement • July 24th, 2008 • Miller Herman Inc • Office furniture
OPTION AGREEMENT made this DAY of MONTH, YEAR, between HERMAN MILLER, INC. (the “Company”) and NAME, an employee of the Company or one of its subsidiaries (the “Employee”), pursuant to the Herman Miller, Inc. Long-Term Incentive Plan (the “Plan”).
HYPGEN INC. CONSULTING AGREEMENTConsulting Agreement • July 12th, 2017 • Mega Bridge Inc. • Office furniture
THIS AGREEMENT, dated this 8th day of JULY 2017, is made by and between MEGA BRIDGE INC., a Nevada Corporation with primary place of business at 501 Madison Avenue 14th Floor. New York, NY 10022 and its successors (the “Company”), and Richard L. Chang Holdings, LLC with primary address at 5511 Paseo Del Lago West, Laguna Woods, CA 92637 (the “CONSULTANT”).
ContractRestricted Stock Agreement • July 26th, 2022 • Millerknoll, Inc. • Office furniture • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2022 • Millerknoll, Inc. • Office furniture • Michigan
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is executed effective as of ______________, 20__ (the “Effective Date”), by and between MILLERKNOLL, INC., a Michigan corporation (the “Company”), and ______________ (“Indemnitee”).
INDEMNITY AGREEMENT [FORM FOR DIRECTORS]Indemnity Agreement • September 28th, 2007 • Miller Herman Inc • Office furniture • Michigan
THIS AGREEMENT is made and entered into this day of July, 2002 (“Agreement”), by and between HERMAN MILLER, INC., a Michigan corporation (“Company”), and _______________________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2014 • Miller Herman Inc • Office furniture • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between Design Within Reach, Inc., a Delaware corporation (the "Company") and John McPhee (the "Executive"), is entered into effective as of July 28, 2014 (the "Effective Date").
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN TSR PERFORMANCE SHARE UNIT AWARD AGREEMENTTSR Performance Share Unit Award Agreement • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the “Company”) has on August 22, 2018 (the “Award Date”), granted to Andrea Owen (the “Participant”) an award (the “Award”) of 12,164 target Performance Share Units (the “Target Performance Share Units”) pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTTerm Incentive Plan • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the "Company") has on %%OPTION_DATE,'Month DD, YYYY'%-% (the "Award Date"), granted to %%FIRST_NAME%-% %%LAST_NAME%-% (the "Participant") an award (the "Award") of an option to purchase %%TOTAL_SHARES_GRANTED,'999,999,999'%-% shares of the Company's common stock, par value $.20 per share (the "Option Shares") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Option Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Option Agreement by reference, and in the event of any conflict between the terms of the Plan and this Option Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
