OLD MARKET CAPITAL Corp 10-K/A, filed Jul 21, 2025
OLD MARKET CAPITAL Corp (OMCC)
About this 10-K/A
OLD MARKET CAPITAL Corp filed this 10-K/A on July 21, 2025, covering the fiscal year ended March 31, 2025.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
(Mark One)
FOR THE FISCAL YEAR ENDED
or
FOR THE TRANSITION PERIOD FROM _ to _
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No
The aggregate market value of Common Stock of the registrant, all of which is voting, held by non‑affiliates based on the closing sales price on NASDAQ on September 30, 2024 was $
As of June 23, 2025, approximately
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III, Items 10 through 14, of the registrant's Annual Report on Form 10-K.
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Explanatory Note
2
that were inadvertently omitted from the Original Form 10-K. Accordingly, Part IV of the Original Form 10-K is hereby amended and restated as set forth herein.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other portion of the Original Form 10-K or Amendment No. 1 is being amended and this Amendment does not reflect any events occurring after the filing of the Original Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read together with the Original Form 10-K, Amendment No. 1 and the Company’s other filings made with the SEC.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements.
A listing of the financial statements, notes and reports of independent public accountants required by "Part II. Item 8. Financial Statements and Supplementary Data" begins on page 17 of this Annual Report.
(2) Financial Statement Schedules.
No financial statement schedules are required to be filed by Items 8 and 15(c) because they are not required or are not applicable, or the required information is set forth in the applicable financial statements or notes thereto.
(3) Exhibits.
The list of the Exhibits in the Exhibit Index below is incorporated into this item by reference.
(b) See the Exhibit Index below.
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EXHIBIT INDEX
Exhibit No. |
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Description |
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2.1 |
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2.2 |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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4.1 |
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4.2 |
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10.1 |
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10.2 |
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10.3+* |
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Lease by and between Red Bug, LLC and Amplex Electric, Inc., dated as of December 15, 2015. |
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10.4+* |
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10.5+* |
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Lease by and between Red Bug, LLC and Amplex Electric, Inc., dated as of March 1, 2023. |
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10.6+* |
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10.7+ |
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10.8+ |
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10.9+ |
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10.10+ |
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10.11+ |
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10.12+ |
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10.13+ |
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10.14+* |
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Employment Agreement by and between the Company and Dylan Flott, dated as of November 4, 2024. |
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10.15+ |
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10.16+ |
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10.17+ |
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10.18+ |
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10.19+ |
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21* |
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23.1** |
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31.1** |
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31.2** |
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31.3* |
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31.4* |
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32.1** |
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Certification of the Principal Executive Officer Pursuant to 18 U.S.C. § 1350 |
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32.2** |
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Certification of the Principal Financial Officer Pursuant to 18 U.S.C. § 1350 |
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97.1 |
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101.INS* |
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Inline XBRL Instance Document |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
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104* |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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+ |
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Represents a management contract or compensatory plan, contract, or arrangement in which a director or named executive officer of the Company participated. |
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Filed herewith. |
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Previously filed with the Original Form 10-K. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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OLD MARKET CAPITAL CORPORATION |
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Dated: July 21, 2025 |
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By: |
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/s/ Jeffrey C. Royal |
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Jeffrey C. Royal |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jeffrey C. Royal |
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Chief Executive Officer (Principal Executive Officer) |
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July 21, 2025 |
Jeffrey C. Royal |
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/s/ Charles Krebs |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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July 21, 2025 |
Charles Krebs |
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/s/ Adam K. Peterson |
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Director |
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July 21, 2025 |
Adam K. Peterson |
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/s/ Mark Hutchins |
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Director |
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July 21, 2025 |
Mark Hutchins |
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/s/ Jeremy Q. Zhu |
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Director |
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July 21, 2025 |
Jeremy Q. Zhu |
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/s/ Brendan Keating |
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Director |
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July 21, 2025 |
Brendan Keating |
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8
EXHIBIT 10.3
LEASE
This indenture of lease is made and entered into this 15th day of December, 2015 by and
between Red Bug, LLC, an Ohio Limited Liability Company, hereinafter referred to as Lessor,
and Amplex Electric, Inc., an Ohio for profit corporation, hereinafter referred to as Lessee,
WITNESSETH:
In consideration of the rents, covenants and conditions hereafter set forth on the part of said Lessee to be paid, performed and observed, the Lessor does hereby demise, let and lease unto said Lessee the following described premises:
LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND INCORPORATED BY REFERENCE HEREIN.
The leased premises are to be used for office purposes for the conducting of an internet services provider business and related activities, and for no other purpose without the prior written consent of the Lessor.
To have and to hold for a term of fifteen (15) years commencing as of December 15, 2016 and ending on the 14th day of December, 2031 together with any extensions or renewals thereof as hereinafter provided.
Lessee hereby covenants and agrees to pay to Lessor as rent for said premises during the term hereof the sum of $12,500.00 dollars per month beginning on the 15th day of December, 2015 and continuing on the 15th day of each and every month thereafter during the term of the Lease.
This lease shall be automatically renewed for successive periods of one (1) year each upon the same terms and conditions as herein after provided; provided, however, that every year the monthly rental shall continue to be adjusted in accordance with the formula as set forth in paragraph 4 hereof, and provided further
EXHIBIT 10.3
that either party may exercise its right not to renew the lease only by notifying the other party in writing of its election to exercise its right not to renew at least ninety (90) days prior to the expiration of the initial term, or any renewal term, as the case maybe.
The Lessee expressly agrees that it will be solely responsible for maintaining the leased premises and keeping said premises clean and in good order and repair. Lessee agrees, however, to make no structural changes or alterations of the premises or the improvements thereof without first obtaining the Lessor's written consent, and any permission given by the Lessor to make structural changes or alterations, shall be on condition that the work shall be at Lessee's expense unless otherwise agreed in writing, and shall be in accordance with applicable building codes, and shall be such as not to weaken any structural building. All additions, fixtures, improvements and repairs made upon said premises by Lessee are thereafter the property of Lessor, except for any equipment necessary to the conduct of Lessee's business which Lessee shall have attached to or installed in the building without the intention to make the same a permanent installation, and which can be detached and removed without material damage.
The Lessee shall be responsible for the removal of snow and ice on the sidewalk in front of the premises.
The Lessee shall pay to the public offices charged with the collection thereof, as additional rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, assessments, license fees, excises, and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever (including but not limited to assessments of public improvements or benefits) which shall during the term hereby demised (or any renewal thereof) be laid, assessed, levied, or imposed upon, or become due and payable as a lien upon, the leased
EXHIBIT 10.3
premises or any part thereof, or the estate hereby created (all of which taxes, assessments, license fees, excise, levies, and other governmental charges are hereinafter referred to as "imposition"); provided, however, that if, by law, any such imposition is payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such imposition), the Lessee may pay the same together with any accrued interest on the unpaid date of such imposition in installments as the same respectively may become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest; and, provided, further, that any imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term of this lease, and a part of which is included in the period of time either before the commencement of or after termination of the term of this lease, or both, shall (whether or not, during the term of this lease, such imposition shall be laid, assessed, or levied or imposed upon or become due and payable and a lien upon the demised premises or any part thereof) be adjusted as between the Lessor and the Lessee at the time for the payment thereof in case a portion of such fiscal period precedes the commencement of the lease, otherwise as of the termination of the term of this lease, so that the Lessor shall pay that portion of such imposition which that part of such fiscal period included in the period of time before the commencement or after the termination of the term of this lease bears to such fiscal period, and the Lessee shall pay the remainder thereof.
Nothing in this lease shall, however, require the Lessee to pay any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax or tax of similar nature, payable on account of Lessor's ownership of the premises or the passing of any estate of the Lessor; nor any income or excess profit tax or taxes of similar nature that may be payable by the Lessor under any existing or future tax law of United States or of any state or any taxing authority therein, on account of the transfer of Lessor's interest in the leased premises to the Lessee or any other transferee, or on account of the receipt by Lessor of the rents herein reserved.
Lessee shall during the term hereof and any renewal term pay all charges for gas, electricity, heat, water and telephone services used or supplied to the demised premises.
EXHIBIT 10.3
(10) INSURANCE
Lessee shall, at Lessee's sole cost and expense, keep insured all buildings, structures and improvements on the demised premises against loss or damage by fire, lightning, windstorm, explosion, damage from aircraft, vehicles and smoke damage in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer within the terms of the applicable policies. In the event of any damage to the premises caused by the negligence of the Lessee or Lessee's
employees or agents, Lessee shall not be liable to Lessor to the extent that Lessor is covered by insurance.
Lessee, at Lessee's sole cost and expense, but for the mutual benefit of the Lessor, Lessee and the holder of any mortgage, shall maintain general public liability insurance against claims for bodily injury or death occurring upon, in or above the demised premises or in or about the adjoining street and passage ways, such insurance to afford protection to a limit of not less than
$1,000,000.00 in respect of bodily injury or death to any one person, and to the limit of not less than $3,000,000.00 in respect of any one accident.
All policies of insurance provided for under this section shall name the Lessor and Lessee as the insured, as their respective interests may appear, and shall also be payable if Lessor so requires to the holder of any mortgage pursuant to a standard mortgagee clause, without contribution, if obtainable. All such policies of insurance shall, to the extent obtainable provide that any loss shall be payable to the Lessor or to the holder of any mortgage, notwithstanding any act or negligence of Lessee which might otherwise result in forfeiture of said insurance.
All such policies or certificates therefor issued by the respective insurer, shall to the extent obtainable, contain an agreement by such insurer that such policy shall not be cancelled without at least thirty (30) days prior written notice to the Lessor and the holder of any mortgage to whom loss thereafter may be payable.
(11) DAMAGE OR DESTRUCTION OF LEASED PREMISES
In the event that any building or improvements constructed or installed on said premises are destroyed by fire to such an extent as to render said premises untenantable for the purpose set forth herein, then the
EXHIBIT 10.3
Lessee shall have the right and option to immediately terminate this lease in which event an adjustment shall be made for rent up to the time of such destruction and Lessee
shall have no further liability or obligation hereunder; or Lessee may elect to repair such damage at its sole expense and continue under the terms and provisions of this lease.
In the event that any part of the premises herein demised is appropriated or otherwise taken under the power of eminent domain or by paramount authority then Lessee shall have the right and option to terminate this lease by giving thirty (30) days notice of such intention to Lessor; such option to be exercised within three (3) months of the date upon which title vests in the condemning authority. In the event that any part of the building or improvements on said premises are appropriated or taken as hereinabove described, and the Lessee does not elect to terminate this lease, the rental shall be reasonably reduced in the proportion that the value of the building or improvements so appropriated bears to the total value of the premises herein demised. In the event this lease is terminated in accordance herewith, the rental shall be adjusted to the date of termination and Lessee shall have no further duty or obligation hereunder.
Lessee shall not commit or suffer any waste or damage to any building or improvements on the demised premises.
Lessee agrees that Lessor or his representatives shall have the right at all reasonable times to enter upon and to inspect the demised premises to ascertain that Lessee is carrying out the terms, conditions and provisions hereof.
Lessee shall upon termination of this lease by lapse of time or otherwise, surrender up and deliver the premises together with all improvements made thereon by Lessee in as good order and repair as when first
EXHIBIT 10.3
received by Lessee, damage by fire and the elements excepted.
In the event Lessee remains in possession of the demised premises after the term of this lease, including any renewal thereof, Lessee shall be deemed a tenant from month to month only at the most recent monthly rental payment provided for in this lease and governed in all other things except as to the duration of the term by the provisions of this lease.
It is agreed that this lease shall not be assigned, transferred, or the premises or any part thereof, sublet or underleased or under-rented without the previous written consent of Lessor and subject to such condition as he may impose; and any attempted assignment or transfer hereof or subletting or under-renting without such written consent shall be wholly null and void; providing, however, that this paragraph shall not prohibit assignment to any corporation pursuant to an agreement of merger or consolidation between Lessee and such corporation, nor shall this paragraph prohibit subletting to any partly or wholly owned subsidiary of Lessee.
If default be made in the payment of said rent, or any part thereof, or in the observance or performance of any of the terms, conditions or agreements herein contained, Lessor shall have the following remedies, provided that he has first given Lessee written notice specifying such default and Lessee has failed to cure such default within thirty (30) days after receiving said notice:
EXHIBIT 10.3
If any terms or provisions of this lease or the application thereof to any person and circumstance shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons and circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this lease shall be valid and shall be enforceable to the fullest extent permitted by law.
The Lessee shall not erect or display any signs, pictures or other advertisements on any part of the outside or inside of said building or on or about the demised premises, except with the prior approval in writing of the Lessor; providing, however, that Lessee shall have the right to
erect one sign on the outside of the building announcing the Lessee's name, and the profession conducted by the Lessee.
Lessor hereby covenants and agrees with Lessee that if Lessee shall perform all of the covenants and agreements herein agreed to be performed on his part, the said Lessee shall, at all times during the term hereof or of any renewal term have the peaceable and quiet enjoyment and possession of the leased premises without any manner of let or hindrance from Lessor or any person or persons lawfully claiming said premises.
EXHIBIT 10.3
IN WITNESS WHEREOF, the Lessor and Lessee have executed this lease the day and year first above written
LESSOR: REDBUG,LLC
/s/ Mark R. Radabaugh
Mark R. Radabaugh
It's Managing Member
LESSEE:
AMPLEX ELECTRIC, INC.
/s/ Mark R. Radabaugh
Mark R. Radabaugh
It's President
State of Ohio
ss
County of Wood
Before me, a Notary Public in and for said County, personally appeared the above named RED BUG,
EXHIBIT 10.3
LLC, Lessor, by and through Mark R. Radabaugh, It's Managing Member, who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed as and for said Lessor.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Pemberville, Ohio this 15th day of December, 2015.
EXHIBIT 10.3
State of Ohio
ss
County of Wood
Before me, a Notary Public in and for said County, personally appeared the above named
AMPLEX ELECTRIC, INC, Lessee, by and through Mark R. Radabaugh, It's President, who
aclmowledged that he did sign the foregoing instrument and that the same is his free act and deed as and for said Lessee.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Pemberville, Ohio this 15th day of December, 2015.
PREPARED BY CHEETW00D, DAvms, RUCK & SPEWEIK, LTD, ATI0RNEYS AT LAW 427 w. COLLEGE AVENUE, P. 0. Box 412, PEMBERVILLE, OH 43450
(419) 287-3233
EXHIBIT 10.3
Exhibit A
A parcel ofland being part of the Road Tract 62, Town Six (6) North, Range Twelve (12) East, in Troy Township, Wood County, Ohio, said parcel of land being bounded and described as follows:
Commencing at the intersection of the South line of Road Tract 62 with the West line of Road Tract 62, said West line of Road Tract 62 also being the centerline of Pemberville Road, said point of intersection being marked with a found railroad spike;
Thence in a northerly direction along said West line of Road Tract 62 having a bearing of North zero (00) degrees, forty-six (46) minutes, forty-nine (49) seconds East along a line, a distance of five hundred forty-eight and zero hundredths (548.00) feet to the intersection of the North line of a parcel of land as described in Official Record 3143, Page 862, Wood County Deed Records in the name of Schober Rentals NO. 4 LLC, said point marked with a found mag nail, said point of intersection also being the True Point of Beginning;
Thence continuing North zero (00) degrees, forty-six (46) minutes, forty-nine (49) seconds East along said West line of Road Tract 62, a distance of one hundred seventy one and zero hundredths (171.00) feet to a point, said point being marked with a set mag nail;
Thence South eighty-nine (89) degrees, thirteen (13) minutes, eleven (11) seconds East along a line, passing through a set capped iron rebar at a distance of thirty and zero hundredths (30.00) feet, a total distance of four hundred thirty and ninety-six hundredths (430.96) feet to a point, said point being marked with a set capped iron rebar;
Thence South zero (00) degrees, forty-six (46) minutes, forty-nine (49) seconds West along a line, passing through a set capped iron rebar at a distance of five hundred forty one and ninety-one hundredths (541.91) feet, a total distance of five hundred ninety-one and ninety-one hundredths (591.91) feet to the intersection of said North line of a parcel ofland, described in Official Record 3143, Page 862, Wood County Deed Records, in the name of Schober Rentals NO. 4 LLC;
Thence North thirty-eight (38) degrees, thirty-five (35) minutes, twenty-six (26) seconds West along said North line of a parcel of land described in Official Record 3143, Page 862, Wood County Deed Records in the name of Schober Rentals NO. 4 LLC, a distance of one hundred eighty-two and eighty-nine hundredths (182.89) feet to a point;
Thence North forty-two (42) degrees, fifty-six (56) minutes, forty-five (45) seconds West along said North line of a parcel of land as described in Official Record 3143, Page 862, Wood County Deed Records in the name of Schober Rentals NO. 4 LLC, a distance of one hundred seventy-nine and zero hundredths (179.00) feet to a point;
Thence North forty-eight (48) degrees, twenty-two (22) minutes, fifty-seven (57) seconds West along said North line of a parcel ofland as described in Official Record 3143, Page 862, Wood County Deed Records in the name of Schober Rentals NO. 4 LLC, a distance of two hundred five and two hundredths (205.02) feet to a point;
Thence North sixty-five (65) degrees, ten (10) minutes, fifty-seven (57) seconds West along said North line of a parcel ofland as described in Official Record 3143, Page 862, Wood County Deed Records in
EXHIBIT 10.3
the name of Schober Rentals NO. 4 LLC, a distance of thirty-nine and fifty-four hundredths (39.54) feet to the True Point of Beginning.
Said parcel of land having an area of 154,094 square feet or 3.538 acres of land, more or less. All within Tax Parcel Number U69-612-616000012003.
Subject to legal highways.
The above described parcel of land is subject to any and all leases, easements and restrictions of record.
Said parcel of land having a present road occupies area of 5,331 square feet of 0.122 acres of land, more or less.
The bearings used hereon are based on an assumed meridian and are for the express purpose of calculating angular measurement.
Said set capped iron rebar being a 5/8" diameter and 30" long iron rebar with plastic cap stamped "Feller Finch PS7827".
The above description is based on a survey performed under the supervision of D. Edward Thornton, P.S., Professional Surveyor No. 7827, during April, 2015.
EXHIBIT 10.4
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of this 1st day of May, 2025 (the “Effective Date”) by and between RED BUG, LLC, an Ohio limited liability company (“Lessor”), and AMPLEX ELECTRIC, INC., an Ohio for profit corporation (“Lessee”).
PRELIMINARY STATEMENTS
Lessor and Lessee entered into that certain Lease Agreement dated December 15, 2015 (the “Lease”), pursuant to which Lessee, as lessee, leased from Lessor, as lessor, the premises, as described in the Lease (the “Premises”), located in the Troy Township, Wood County, Ohio. Lessor and Lessee wish to amend and modify certain terms and provisions of the Lease, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby further amend the Lease as follows:
“(23) RIGHT OF FIRST REFUSAL TO PURCHASE.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment with the intent it be effective as of the Effective Date.
LESSOR:
RED BUG, LLC
By /s/ Mark Radabaugh
Name Mark Radabaugh
Title
LESSEE:
AMPLEX ELECTRIC, INC.
By /s/ Charles Krebs
Name Charles Krebs
Title Secretary
[NOTARY STAMPS AND APPLICABLE NOTARY LANGUAGE TO BE ADDED]
EXHIBIT 10.5
LEASE
This indenture of lease is made and entered into this 1st day of March, 2023 by and between Red Bug, LLC, an Ohio Limited Liability Company hereinafter referred to as Lessor, and Amplex Electric, Inc., an Ohio for-profit corporation, hereinafter referred to as Lessee,
WITNESSETH:
(1) DEMISE OF PREMISES
In consideration of the rents, covenants and conditions hereafter set forth on the part of said Lessee to be paid, performed and observed, the Lessor does hereby demise, let and lease unto the said Lessee the approximately 12,000 square foot building and 5.73 acres of land (the “Leased Premises”) depicted inside the ·'Lease Boundary'· shown on the attached Exhibit A. being a portion of Lessor's 28.78 parcel of real property located at and commonly known as 0 Pemberville Rd. Troy Township, Wood County OH (the "Larger Parcel"), said Larger Parcel being more particularly described as follows:
LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT BAND INCORPORATED BY REFERENCE HEREIN
Wood County Auditor Number 069-612-616000012003
The parties specifically agree and acknowledge that the Leased Premises are part of the Larger Parcel, presently held by and titled to Lessor for future investment and/or subdivision purposes. Lessee's rights herein are strictly and specifically limited to the Leased Premises as
depicted on Exhibit A, which Leased Premises Lessor may choose to subdivide or split from the Larger Parcel in the future. At such time as Lessor does so subdivide or split the Leased Premises from the Larger Parcel, Lessee will cooperate in executing such documents or releases to effectuate same, including, but not limited to, the execution of an amendment to this lease in order to substitute a new survey and discrete legal description for the Leased Premises.
(2) USE OF PREMISES
The leased premises are to be used for warehouse and office purposes for the conducting of LESSEE'S business as a provider of internet and telecommunications services and data hosting, and for no other purpose without the prior written consent of the Lessor.
(3) ADJACENT PREMISES
The parties agree and acknowledge that LESSEE presently leases adjacent premises from a related party and intends to use said adjacent premises and the Leased Premises herein as a single functional unit from which it will continue to conduct its business operations. In light of the commonality of Lessees on said parcels, LESSOR specifically waives any access, easement or
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setback requirements between the Leased Premises and the adjacent premises to the fullest extent allowable.
(4) TERM
To have and to hold for a term of fifteen (15) years commencing as of August 1, 2023 and ending on the 31st day of July, 2038 together with any extensions or renewals thereof as hereinafter provided.
(5) RENT
Lessee hereby covenants and agrees to pay to Lessor as rent for said premises during the term hereof the sum of Fifteen Thousand dollars ($15,000.00) per month beginning on the 1st day of August , 2023 and continuing on the 1st day of each and every month thereafter during the term of the Lease, provided, however, that the rental payment shall be adjusted annually on August 1, 2024 and on August 1st of each subsequent year in accordance with the formula set forth below.
The monthly rental for each subsequent twelve (12) month period (commencing August 1, 2024, and including any renewal period as provided herein) shall be increased at a rate equal to the increase in the Consumer Price Index as set forth below. Such rental shall be determined by:
Dividing said base rental of $15,000.00 by the index number for the month of June 2023 as it appears in the column "all items" in the Consumer Price Index, and then multiplying the resulting amount by the corresponding index number for the month of June of the year in which the adjustment is sought to made (that is, to calculate the increase effective in August, 2024, the multiplier shall be the index number for June, 2024).
The difference between the figure arrived at under paragraph (a) and the base rental of $15,000.00 shall be added to the base rental. This figure then arrived at shall be the monthly rental for the subsequent twelve (12) month period.
Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the monthly rent shall in no event be reduced below the base rental of $15,000.00 per month.
If the Bureau of Labor Statistics changes the form or the basis of calculating the Consumer Price Index, the parties agree to utilize such other index as shall most nearly approximate the Consumer Price Index calculated in its present form, making such adjustment in said index as may be reasonably necessary to adjust for the difference in the basis of calculating said index.
(6) RENEWAL OF LEASE
This lease shall be automatically renewed for successive periods of one (1) year each upon the same terms and conditions as herein after provided; provided, however, that every year the monthly rental shall continue to be adjusted in accordance with the formula as set forth in paragraph 4 hereof, and provided further that either party may exercise its right not to renew the
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lease only by notifying the other party in writing of its election to exercise its right not to renew at least ninety (90) days prior to the expiration of the initial term, or any renewal term, as the case maybe.
(7) REPAIRS AND MAINTENANCE
The Lessee expressly agrees that it will be solely responsible for maintaining the leased premises and keeping said premises clean and in good order and repair. Lessee agrees, however, to make no structural changes or alterations of the premises or the improvements thereof without first obtaining the Lessor's written consent, and any permission given by the Lessor to make structural changes or alterations, shall be on condition that the work shall be at Lessee's expense unless otherwise agreed in writing, and shall be in accordance with applicable building codes, and shall be such as not to weaken any structural building. All additions, fixtures, improvements and repairs made upon said premises by Lessee are thereafter the property of Lessor, except for any equipment necessary to the conduct of Lessee's business which Lessee shall have attached to or installed in the building without the intention to make the same a permanent installation, and which can be detached and removed without material damage.
(8) SNOW AND ICE REMOVAL
The Lessee shall be responsible for the removal of snow and ice on the sidewalk in front of the premises.
(9) TAXES AND ASSESSMENTS
The Lessee shall pay to the public offices charged with the collection thereof, as additional rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, assessments, license fees, excises, and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever (including but not limited to assessments of public improvements or benefits) which shall during the term hereby demised (or any renewal thereof) be laid, assessed, levied, or imposed upon, or become due and payable as a lien upon, the leased premises or any part thereof, or the estate hereby created (all of which taxes, assessments, license fees, excise, levies, and other governmental charges are hereinafter referred to as "imposition"); provided, however, that if, by law, any such imposition is payable, or may at the option of the taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of such imposition), the Lessee may pay the same together with any accrued interest on the unpaid date of such imposition in installments as the same respectively may become due and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and interest; and, provided, further, that any imposition relating to a fiscal period of a taxing authority, a part of which period is included within the term of this lease, and a part of which is included in the period of time either before the commencement of or after termination of the term
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of this lease, or both, shall (whether or not, during the term of this lease, such imposition shall be laid, assessed, or levied or imposed upon or become due and payable and a lien upon the demised premises or any part thereof) be adjusted as between the Lessor and the Lessee at the time for the payment thereof in case a portion of such fiscal period precedes the commencement of the lease, otherwise as of the termination of the term of this lease, so that the Lessor shall pay that portion of such imposition which that part of such fiscal period included in the period of time before the commencement or after the termination of the term of this lease bears to such fiscal period, and the Lessee shall pay the remainder thereof.
Nothing in this lease shall, however, require the Lessee to pay any franchise, corporate,
estate, inheritance, succession, capital levy or transfer tax or tax of similar nature, payable on account of Lessor's ownership of the premises or the passing of any estate of the Lessor; nor any income or excess profit tax or taxes of similar nature that may be payable by the Lessor under any existing or future tax law of United States or of any state or any taxing authority therein, on account of the transfer of Lessor's interest in the leased premises to the Lessee or any other transferee, or on account of the receipt by Lessor of the rents herein reserved.
(10) UTILITIES
Lessee shall during the term hereof and any renewal term pay all charges for gas, electricity, heat, water and telephone services used or supplied to the demised premises.
(11) INSURANCE
Lessee shall, at Lessee's sole cost and expense, keep insured all buildings, structures and improvements on the demised premises against loss or damage by fire, lightning, windstorm, explosion, damage from aircraft, vehicles and smoke damage in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer within the terms of the applicable policies. In the event of any damage to the premises caused by the negligence of the Lessee or Lessee's employees or agents, Lessee shall not be liable to Lessor to the extent that Lessor is covered by insurance.
Lessee, at Lessee's sole cost and expense, but for the mutual benefit of the Lessor, Lessee and the holder of any mortgage, shall maintain general public liability insurance against claims for bodily injury or death occurring upon, in or above the demised premises or in or about the adjoining street and passage ways, such insurance to afford protection to a limit of not less than $300,000.00 in respect of bodily injury or death to any one person, and to the limit of not less than $1,000,000.00 in respect of any one accident.
All policies of insurance provided for under this section shall name the Lessor and Lessee as the insured, as their respective interests may appear, and shall also be payable if Lessor so
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requires to the holder of any mortgage pursuant to a standard mortgagee clause, without contribution, if obtainable. All such policies of insurance shall, to the extent obtainable provide that any loss shall be payable to the Lessor or to the holder of any mortgage, notwithstanding any act or negligence of Lessee which might otherwise result in forfeiture of said insurance.
All such policies or certificates therefor issued by the respective insurer, shall to the extent obtainable, contain an agreement by such insurer that such policy shall not be cancelled without at least thirty (30) days prior written notice to the Lessor and the holder of any mortgage to whom loss thereafter may be payable.
(12) DAMAGE OR DESTRUCTION OF LEASED PREMISES
In the event that any building or improvements constructed or installed on said premises are destroyed by fire to such an extent as to render said premises untenantable for the purpose set forth herein, then the Lessee shall have the right and option to immediately terminate this lease in which event an adjustment shall be made for rent up to the time of such destruction and Lessee shall have no further liability or obligation hereunder; or Lessee may elect to repair such damage at its sole expense and continue under the terms and provisions of this lease.
(13) CONDEMNATION
In the event that any part of the premises herein demised is appropriated or otherwise taken under the power of eminent domain or by paramount authority then Lessee shall have the right and option to terminate this lease by giving thirty (30) days notice of such intention to Lessor; such option to be exercised within three (3) months of the date upon which title vests in the condemning authority. In the event that any part of the building or improvements on said premises are appropriated or taken as hereinabove described, and the Lessee does not elect to terminate this lease, the rental shall be reasonably reduced in the proportion that the value of the building or improvements so appropriated bears to the total value of the premises herein demised. In the event this lease is terminated in accordance herewith, the rental shall be adjusted to the date of termination and Lessee shall have no further duty or obligation hereunder.
(14) COVENANTS AGAINST WASTE
Lessee shall not commit or suffer any waste or damage to any building or improvements on the demised premises.
(15) LESSORS RIGHT OF ENTRY FOR INSPECTION OR REPAIRS
Lessee agrees that Lessor or his representatives shall have the right at all reasonable times to enter upon and to inspect the demised premises to ascertain that Lessee is carrying out the terms, conditions and provisions here of
(16) SURRENDER OF POSSESSION
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Lessee shall upon termination of this lease by lapse of time or otherwise, surrender up and deliver the premises together with all improvements made thereon by Lessee in as good order and repair as when first received by Lessee, damage by fire and the elements excepted.
(17) HOLDING OVER
In the event Lessee remains in possession of the demised premises after the term of this lease, including any renewal thereof, Lessee shall be deemed a tenant from month to month only at the most recent monthly rental payment provided for in this lease and governed in all other things except as to the duration of the term by the provisions of this lease.
(18) RESTRICTION AGAINST LESSEE ASSIGNING OR SUBLETTING
It is agreed that this lease shall not be assigned, transferred, or the premises or any part thereof, sublet or under leased or under-rented without the previous written consent of Lessor and subject to such condition as he may impose; and any attempted assignment or transfer hereof or subletting or under-renting without such written consent shall be wholly null and void; providing, however, that this paragraph shall not prohibit assignment to any corporation pursuant to an agreement of merger or consolidation between Lessee and such corporation, nor shall this paragraph prohibit subletting to any partly or wholly owned subsidiary of Lessee.
(19) LESSOR'S REMEDIES ON DEFAULT
If default be made in the payment of said rent, or any part thereof, or in the observance or performance of any of the terms, conditions or agreements herein contained, Lessor shall have the following remedies, provided that he has first given Lessee written notice specifying such default and Lessee has failed to cure such default within thirty (30) days after receiving said notice:
Lessor may sue to collect any and all sums which may accrue to Lessor by virtue of the provisions of this lease and/or for any and all damages that may accrue buy virtue of the breach of this lease; Lessee hereby waiving all demand for rent.
Lessor may sue to restrain by injunction any violation or threatened violation of the covenants, conditions or provisions of this lease.
Lessor may, without notice to Lessee and without demand for rent due or for the observance or performance of any of said terms conditions or agreements, terminate this lease, re-enter said premises and remove all persons and property therefrom, using such force as may be necessary. If this lease shall be terminated before its expiration by reason of Lessee's default, or if Lessee shall abandon or vacate said premises before the expiration of the term of this lease, the same may be re-rented by Lessor for such rent and upon such terms as Lessor may see fit.
(20) LEGAL SEPARABILITY
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If any terms or provisions of this lease or the application thereof to any person and circumstance shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons and circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this lease shall be valid and shall be enforceable to the fullest extent permitted by law.
(21) USE OF SIGNS
The Lessee shall not erect or display any signs, pictures or other advertisements on any part of the outside or inside of said building or on or about the demised premises, except with the prior approval in writing of the Lessor; providing, however, that Lessee shall have the right to erect one sign on the outside of the building announcing the Lessee's name, and the profession conducted by the Lessee.
(22) QUIET ENJOYMENT AND POSSESSION
Lessor hereby covenants and agrees with Lessee that if Lessee shall perform all of the covenants and agreements herein agreed to be performed on his part, the said Lessee shall, at all times during the term hereof or of any renewal term have the peaceable and quiet enjoyment and possession of the leased premises without any manner of let or hindrance from Lessor or any person or persons lawfully claiming said premises.
(23) GENERAL PROVISIONS
This agreement shall be governed by the laws of the State of Ohio.
It is understood and agreed between the parties that all agreements and understandings of any character here to before had between them are embodied in this instrument, and no changes shall be made herein unless the same shall be in writing and duly signed by the parties hereto in the same manner and form as this lease has been executed.
c. All notices, demands or request which may or are required to be given by either party to the other shall be in writing. All such notices, demands or requests by Lessor to Lessee shall be sent to Lessee at the demised premises or at such other place that Lessee may from time to time designate in writing. All such demands, notices or requests by Lessee to Lessor shall be sent to the Lessor at 22690 Pemberville Rd., Luckey, OH 43443 or such other place as Lessor may from time to time designate in writing.
d. The terms, conditions and provisions of this lease shall inure to and be binding upon the Lessor and Lessee and their respective heirs, executors, administrators, successor and assigns.
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IN WITNESS WHEREOF, the Lessor and Lessee have executed this lease the day and year first above written
LESSOR
Red Bug, LLC
/s/ Mark R. Radabaugh
Mark R. Radabaugh
Managing Member
LESSEE
Amplex Electric, Inc.
/s/ Mark R. Radabaugh
Mark R. Radabaugh
President
STATE OF Ohio, COUNTY OF WOOD, ss.
This is an acknowledgement clause; no oath or affirmation was administered to the signer.
BE IT REMEMBERED, That on this 1st day of March, 2023, before me, the subscriber, a Notary Public in and for said County and State, personally came, Red Bug, LLC, an Ohio Limited Liability Company by Mark R. Radabaugh, the Managing Member of the Lessor in the foregoing lease, and acknowledged the signing thereof to be his and its voluntary act and deed, pursuant to authority of the Managing Member.
IN TESTIMONY THEREOF, I have hereunto subscribed my name and affixed my notarial seal on the day and year last aforesaid.
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STATE OF OHIO, COUNTY OF WOOD, SS.
This is an acknowledgement clause; no oath or affirmation was administered to the signer.
BE IT REMEMBERED, That on this 1st day of March, 2023, before me, the subscriber, a Notary Public in and for said County and State, personally came, Amplex Electric, Inc. an for-profit Corporation, by Mark R. Radabaugh, the President of the Lessee in the foregoing Lease, and acknowledged the signing thereof to be his and its voluntary act and deed, pursuant to his authority as President.
IN TESTIMONY THEREOF, I have hereunto subscribed my name and affixed my notarial seal on the day and year last aforesaid.
PREPARED BY RUCK & WRIGHT LAW, LTD.
427 w .COLLEGE AVENUE, P.O. Box 412, PEMBERVILLE, OH 43450
(419) 287-3233
WWW.RANDWLAW.COM
EXHIBIT 10.6
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of this 1st day of May, 2025 (the “Effective Date”) by and between RED BUG, LLC, an Ohio limited liability company (“Lessor”), and AMPLEX ELECTRIC, INC., an Ohio for profit corporation (“Lessee”).
PRELIMINARY STATEMENTS
Lessor and Lessee entered into that certain Lease Agreement dated March 1, 2023 (the “Lease”), pursuant to which Lessee, as lessee, leased from Lessor, as lessor, the premises, as described in the Lease (the “Premises”), located in the Troy Township, Wood County, Ohio. Lessor and Lessee wish to amend and modify certain terms and provisions of the Lease, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby further amend the Lease as follows:
“(24) RIGHT OF FIRST REFUSAL TO PURCHASE.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment with the intent it be effective as of the Effective Date.
LESSOR:
RED BUG, LLC
By /s/ Mark Radabaugh
Name Mark Radabaugh
Title
LESSEE:
AMPLEX ELECTRIC, INC.
By /s/ Charles Krebs
Name Charles Krebs
Title Secretary
[NOTARY STAMPS AND APPLICABLE NOTARY LANGUAGE TO BE ADDED]
EXHIBIT 10.14
Employment Agreement for DYLAN FLOTT
This Agreement is made and effective as of November 4, 2024 (the “Effective Date”) by and between OLD MARKET CAPITAL CORPORATION, a Delaware company (“Employer” or “Company”) and DYLAN FLOTT (“Employee”) and supersedes any prior employment-related agreements or oral representations between Employer and Employee unless otherwise incorporated into this Agreement by reference. Unless the context otherwise requires, all references to a designated section refer to the designated provision of this Agreement.
For and in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:
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(i) gross negligence, gross incompetence or willful misconduct in the performance of Employee’s duties with respect to the Company or any of its affiliates;
(ii) neglect, malfeasance, nonfeasance, or other conduct of Employee in the performance of the services contemplated by this Agreement which, in the sole judgment of Company, causes Employee to fail to satisfy reasonable standards of performance which have been communicated in advance to Employee and which Employee fails to cure after being given a reasonable opportunity to cure (the period of time for such reasonable opportunity to cure shall not exceed thirty (30) calendar days unless otherwise determined by Company);
(iii) the failure by Employee to comply with Company policies, decisions and instructions, as determined in the sole judgment of Company;
(iv) any suspension or barring of Employee from performing his material duties hereunder by reason of any statute, law, ordinance, regulation, order, judgment, or decree;
(v) willfully engaging in conduct that is materially injurious to the Company or any of its affiliates;
(vi) the disclosure, without specific authorization from the Company, of confidential information of the Company or any of its affiliates that is materially injurious to any such entity;
(vii) an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its affiliates;
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(viii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction);
(ix) the written confession by Employee of a felony, serious misdemeanor, or any crime or offense involving misuse or misappropriation of money or other property;
(x) irreconcilable differences with the Company or its Principal and/or Board;
(xi) obstructive, destructive, demoralizing or unethical behavior or any other serious or persistent misconduct;
(xii) knowingly providing false or misleading information about Company or its affiliates to any person;
(xiii) physically harming, threatening to harm or harassing (including sexual harassment) any employee, officer, director, agent and/or customer of Company or its affiliates;
(xiv) any actual conflict of interest;
(xv) engaging in any act that is intended to harm, or may reasonably be expected to harm, the reputation and/or interests of Company;
(xvi) any breach of this Agreement, including but not limited to any breach of the Employee covenants set forth in paragraph 10 or the failure or cessation of the Employee representations set forth in paragraph 14 to be true, accurate and complete; or
(xvii) any unforeseen circumstance that amounts to a breach of duty, contractual or otherwise, that Employee owes to Company.
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(i) General. In the event of Employee’s death during the Term, all obligations of the parties under this Agreement shall terminate immediately, and Company shall pay to Employee’s legal representatives all outstanding Base Salary through the date of death, less payroll deductions and withholdings required by law.
(ii) Disability. Subject to applicable state and federal law, if Employee is unable to perform Employee’s duties due to mental, physical, or other disability for a period of ninety (90) days in any twelve (12) consecutive months, as determined in good faith by the Company, this Agreement may be terminated by Company, at its option, by written notice to Employee, effective on the termination date specified in such notice, provided such termination date shall not be a date prior to the date of the notice of termination itself. Company shall pay to Employee all outstanding Base Salary through the termination date specified in the notice, less payroll deductions and withholdings required by law.
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Employee understands and acknowledges that Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Employee first having access to such Confidential Information (whether before or after Employee begins employment by Employer) and shall continue during and after Employee’s employment by Employer until such time as such Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or breach by a third party and/or by those acting in concert with Employee or on Employee’s behalf.
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The covenants of Section 10 and the remedies of Employer under this Section 12 shall survive any termination of this Agreement. Further, the existence of any claim or cause of action by Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the covenants of Section 10.
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This Agreement is for the personal services of Employee, being entered into by Employer in reliance on and in consideration of the personal skills, qualifications, experience and representations of Employee regarding such skill, qualifications and experience. Thus, neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Employee, Employee’s administrators, executors, legatees, heirs, and other legal representatives, except by will or by the laws of descent and distribution. Any purported assignment or transfer shall be null and void and shall be cause for immediate dismissal of Employee and termination of this Agreement for cause.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement with the intent it be effective as of the Effective Date.
OLD MARKET CAPITAL CORPORATION By: /s/ Charles Krebs Name: Charles Krebs Title: CFO
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DYLAN FLOTT By: /s/ Dylan Flott Name: Dylan Flott |
Exhibit 21
SUBSIDIARIES OF OLD MARKET CAPITAL CORPORATION
Subsidiary |
State of Incorporation |
Ownership Percentage |
Amplex Holdings, Inc. |
Delaware |
60.9% |
• Amplex Electric, Inc. |
Ohio |
60.9% |
Exhibit 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey C. Royal certify that:
Date: July 21, 2025 |
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/s/ Jeffrey C. Royal |
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Jeffrey C. Royal |
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Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Krebs, certify that:
Date: July 21, 2025 |
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/s/ Charles Krebs |
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Charles Krebs |
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Chief Financial Officer |
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(Principal Financial Officer) |