10-K/A
OLD MARKET CAPITAL Corp (OMCC)
c
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _ to _
Commission file number: 0-26680
OLD MARKET CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 59-2506879 |
|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 1601 Dodge Street, Suite 3350 | |
| --- | --- |
| Omaha, Nebraska | 68102 |
| (Address of Principal Executive Offices) | (Zip Code) |
(531) 867-3631
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | OMCC | NASDAQ |
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 ☐ No ☒
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 ☐ No ☒
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. Yes No ☐
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). Yes No ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | |
|---|---|---|---|---|---|
| Smaller reporting company | ☒ | Emerging growth company | ☐ |
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 $42.3 million.
As of June 23, 2025, approximately 6.7 million shares of common stock of the registrant were outstanding. Of the registrant’s approximately 12.7 million shares of common stock issued as of that date, approximately 5.4 million shares were held by the registrant’s principal operating subsidiary and approximately 658 thousand shares were held by the registrant. Pursuant to applicable law, the shares held by the registrant and its subsidiary are not entitled to vote and, accordingly, approximately 6.7 million shares were entitled to vote.
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.
Explanatory Note
The purpose of this Amendment No. 2 on Form 10-K/A (this “Amendment”) is to amend and restate Part IV, Item 15, of the previously filed Annual Report on Form 10-K of Old Market Capital Corporation (the “Company”) for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2025 (the “Original Form 10-K”) and as amended by that certain Amendment No. 1 on Form 10-K/A also filed with the SEC on June 30, 2025 (“Amendment No. 1”), to clarify certain disclosures in Part IV, Item 15 and include certain exhibits in Part IV, Item 15
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.
EXHIBIT INDEX
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.
| OLD MARKET CAPITAL CORPORATION | ||
|---|---|---|
| Dated: July 21, 2025 | By: | /s/ Jeffrey C. Royal |
| Jeffrey C. Royal | ||
| 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.
| Signature | Title | Date |
|---|---|---|
| /s/ Jeffrey C. Royal | Chief Executive Officer (Principal Executive Officer) | July 21, 2025 |
| Jeffrey C. Royal | ||
| /s/ Charles Krebs | Chief Financial Officer (Principal Financial and Accounting Officer) | July 21, 2025 |
| Charles Krebs | ||
| /s/ Adam K. Peterson | Director | July 21, 2025 |
| Adam K. Peterson | ||
| /s/ Mark Hutchins | Director | July 21, 2025 |
| Mark Hutchins | ||
| /s/ Jeremy Q. Zhu | Director | July 21, 2025 |
| Jeremy Q. Zhu | ||
| /s/ Brendan Keating | Director | July 21, 2025 |
| Brendan Keating |
EX-10.3
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:
- 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 said Lessee the following described premises:
LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND INCORPORATED BY REFERENCE HEREIN.
- USE OF PREMISES
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.
- TERM
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.
- RENT
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.
- 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
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.
- 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.
- SNOW AND ICE REMOVAL
The Lessee shall be responsible for the removal of snow and ice on the sidewalk in front of the premises.
- 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
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.
- 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.
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.
- 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.
- COVENANTS AGAINST WASTE
Lessee shall not commit or suffer any waste or damage to any building or improvements on the demised premises.
- 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 hereof.
- SURRENDER OF POSSESSION
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.
- 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.
- 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 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.
- 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
EXHIBIT 10.3
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.
LEGAL SEPARABILITY
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.
- 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.
- 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.
GENERAL PROVISIONS
This agreement shall be governed by the laws of the State ofOhio.
It is understood and agreed between the parties that all agreements and understandings of any
EXHIBIT 10.3
character heretobefore 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.
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 Road, Luckey, OH 43443 or such other place Lessor may from time to time designate in writing.
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.
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.
EX-10.4
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:
- Definitions. All capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings assigned to them in the Lease.
- Right of First Refusal to Purchase. The following Section is hereby added to the Lease as a new Section 23:
“(23) RIGHT OF FIRST REFUSAL TO PURCHASE.
If, during the Lease Term, Lessor decides to sell the Premises or receives an offer to purchase the same that Lessor desires to accept, other than as part of an Excluded Transaction (as defined below) (a “Proposed Transfer”), Lessee shall have a right of first refusal to purchase the Premises in accordance with this Section 23, and Lessor shall not consummate the sale unless Lessor shall first deliver to Lessee a written notice (the “First Refusal Notice”) setting forth: (a) the identity of the proposed purchaser (the “Offeree”); (b) the sale price and each of the material terms of the proposed transaction (the “Purchase Terms”); and (c) the proposed closing date of the Proposed Transfer (the “Closing Date”).
Lessee shall, for the thirty (30) day period commencing upon receipt of such First Refusal Notice (the “ROFR Response Period”), have the exclusive right to purchase the Premises on the terms set forth in such First Refusal Notice, by so notifying Lessor on or before the last day of the ROFR Response Period, whereupon Lessee shall be bound to purchase from Lessor, and Lessor shall be bound to sell to Lessee, the Premises on the Purchase Terms, subject to the express terms herein. In such event, Lessor and Lessee shall promptly execute a purchase and sale agreement to sell the Premises to Lessee on the Purchase Terms and upon other terms typical to commercial real estate transactions in Troy Township, Wood County, Ohio. If the Offeree has executed or agreed to a form of contract, then Lessee must accept and execute that form of contract.
If Lessee shall either: (a) deliver written notice of rejection of the First Refusal Notice to Lessor; or (b) fail to deliver written notice of acceptance of the First Refusal Notice within the ROFR Response Period, Lessee’s right of first refusal hereunder shall conclusively be deemed to be waived with respect to the sale disclosed in the First Refusal Notice and Lessor shall be free, for a period of one hundred eighty (180) days from the end of the ROFR Response Period, to complete the Proposed Transfer to the Offeree on the Purchase Terms and the Offeree shall acquire the Premises free and clear of the Lessee’s right of first refusal set forth in this Section 23 which shall be extinguished, null, void, and of no further force or effect upon such sale (for purposes of clarity only, in any such case, the Lease shall remain in full force and effect). If, however, either: (i) Lessor does not complete the Proposed Transfer within one hundred eighty (180) days from the end of the ROFR Response Period; or (ii) Lessor agrees to complete the Proposed Transfer on the Purchase Terms, except that the purchase price is reduced by more than ten percent (10%) of the purchase price stated in the First Refusal Notice, then Lessee’s right of first refusal provided for in Section 23(a) shall once again apply, and Lessor shall not complete such Proposed Transfer without first giving a new First Refusal Notice to Lessee in compliance with the terms of Section 23(a).
Notwithstanding anything to the contrary contained in this Section 23, Lessee’s right of first refusal shall not apply to the following transactions (the “Excluded Transactions”):
any transfer or conveyance by Lessor to any entity under common ownership and control of Lessor; or
any transfer in the nature of a financing transaction with a financial institution that is made for a bona fide business purpose (i.e., other than in order to allow a transfer of the Premises in avoidance of Lessee’s rights under this Section 23), including, without limitation, any foreclosure of a mortgage on the Premises or conveyance by deed-in-lieu of foreclosure.
A sale pursuant to this Section shall be conducted in accordance with the provisions of this Section (e) on the Closing Date:
Lessee shall purchase the Premises free and clear of any other existing Lessee leases, which existing leases shall be terminated by Lessor at its sole cost and expense, except those permitted to remain as set forth in the Purchase Terms;
Lessee shall purchase the Premises in the condition and subject to the representations and warranties, if any, described in the Purchase Terms;
Lessor shall convey title to Lessee by a special warranty deed, together with a typical owner’s affidavit required by a title insurer to delete standard title
insurance exceptions and any ancillary documents necessary for the recordation thereof and any required tax documents;
The closing costs and tax prorations shall be divided between the parties in accordance with local custom in Troy Township, Wood County, Ohio;
Lessor shall deliver to the title company closing the transaction evidence of authority to transfer the Premises to Lessee, and any other customary affidavits, indemnities, or documentation reasonably required by any title insurance company insuring the fee interest in the Premises; and
All title insurance premiums, and other costs, fees, and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the transfer of the Premises to Lessee shall be paid in accordance with the Purchase Terms (or, if not specified therein, in accordance with local custom for commercial real estate transactions in Troy Township, Wood County, Ohio).
Upon the completion of such purchase, unless Lessee shall elect to have its leasehold and fee interests in the Premises not merge and to keep this Lease in effect, this Lease and all obligations and liabilities of Lessor and Lessee hereunder shall terminate, except for those obligations which by their terms survive the termination hereof.
If all or any part of the Premises suffers a casualty or is condemned or appropriated by public authority or any party exercising the right of eminent domain, or conveyed by Lessor to such authority or party in lieu of such taking (which Lessor may only convey with Lessee’s prior written consent) prior to the consummation of a sale pursuant to a Proposed Transfer, Lessor will give Lessee written notice thereof and in such event the purchase price payable by Lessee to Lessor at any closing hereunder shall be reduced by all compensation and other sums received by Lessor in connection with such casualty or taking or transfer in lieu thereof.”
Conflict; Incorporation of Lease Terms. In the event of any express conflict or inconsistency between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control and govern. In all other respects, the terms, covenants and conditions of the Lease, and continuing obligations of the Lessor and Lessee thereunder, are hereby ratified, reaffirmed and incorporated herein by this reference.
Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof but rather are intended for purposes of convenience only.
Severability. Severability. If any provision of this Amendment is determined by a tribunal of competent jurisdiction to be unenforceable, then such determination shall not affect any of the other provisions of this Amendment, which shall be deemed severable.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Amendment may be detached from any counterpart of this Amendment without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Amendment identical in form hereto but having attached to it one or more additional signature pages.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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]
EX-10.5
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
EXHIBIT 10.5
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
EXHIBIT 10.5
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
EXHIBIT 10.5
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
EXHIBIT 10.5
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
EXHIBIT 10.5
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
EXHIBIT 10.5
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.
EXHIBIT 10.5
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.
EXHIBIT 10.5
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
EX-10.6
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:
- Definitions. All capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings assigned to them in the Lease.
- Right of First Refusal to Purchase. The following Section is hereby added to the Lease as a new Section 24:
“(24) RIGHT OF FIRST REFUSAL TO PURCHASE.
If, during the Lease Term, Lessor decides to sell the Premises or receives an offer to purchase the same that Lessor desires to accept, other than as part of an Excluded Transaction (as defined below) (a “Proposed Transfer”), Lessee shall have a right of first refusal to purchase the Premises in accordance with this Section 24, and Lessor shall not consummate the sale unless Lessor shall first deliver to Lessee a written notice (the “First Refusal Notice”) setting forth: (a) the identity of the proposed purchaser (the “Offeree”); (b) the sale price and each of the material terms of the proposed transaction (the “Purchase Terms”); and (c) the proposed closing date of the Proposed Transfer (the “Closing Date”).
Lessee shall, for the thirty (30) day period commencing upon receipt of such First Refusal Notice (the “ROFR Response Period”), have the exclusive right to purchase the Premises on the terms set forth in such First Refusal Notice, by so notifying Lessor on or before the last day of the ROFR Response Period, whereupon Lessee shall be bound to purchase from Lessor, and Lessor shall be bound to sell to Lessee, the Premises on the Purchase Terms, subject to the express terms herein. In such event, Lessor and Lessee shall promptly execute a purchase and sale agreement to sell the Premises to Lessee on the Purchase Terms and upon other terms typical to commercial real estate transactions in Troy Township, Wood County, Ohio. If the Offeree has executed or agreed to a form of contract, then Lessee must accept and execute that form of contract.
EXHIBIT 10.6
If Lessee shall either: (a) deliver written notice of rejection of the First Refusal Notice to Lessor; or (b) fail to deliver written notice of acceptance of the First Refusal Notice within the ROFR Response Period, Lessee’s right of first refusal hereunder shall conclusively be deemed to be waived with respect to the sale disclosed in the First Refusal Notice and Lessor shall be free, for a period of one hundred eighty (180) days from the end of the ROFR Response Period, to complete the Proposed Transfer to the Offeree on the Purchase Terms and the Offeree shall acquire the Premises free and clear of the Lessee’s right of first refusal set forth in this Section 24 which shall be extinguished, null, void, and of no further force or effect upon such sale (for purposes of clarity only, in any such case, the Lease shall remain in full force and effect). If, however, either: (i) Lessor does not complete the Proposed Transfer within one hundred eighty (180) days from the end of the ROFR Response Period; or (ii) Lessor agrees to complete the Proposed Transfer on the Purchase Terms, except that the purchase price is reduced by more than ten percent (10%) of the purchase price stated in the First Refusal Notice, then Lessee’s right of first refusal provided for in Section 24(a) shall once again apply, and Lessor shall not complete such Proposed Transfer without first giving a new First Refusal Notice to Lessee in compliance with the terms of Section 24(a).
Notwithstanding anything to the contrary contained in this Section 24, Lessee’s right of first refusal shall not apply to the following transactions (the “Excluded Transactions”):
any transfer or conveyance by Lessor to any entity under common ownership and control of Lessor; or
any transfer in the nature of a financing transaction with a financial institution that is made for a bona fide business purpose (i.e., other than in order to allow a transfer of the Premises in avoidance of Lessee’s rights under this Section 24), including, without limitation, any foreclosure of a mortgage on the Premises or conveyance by deed-in-lieu of foreclosure.
A sale pursuant to this Section shall be conducted in accordance with the provisions of this Section (e) on the Closing Date:
Lessee shall purchase the Premises free and clear of any other existing Lessee leases, which existing leases shall be terminated by Lessor at its sole cost and expense, except those permitted to remain as set forth in the Purchase Terms;
Lessee shall purchase the Premises in the condition and subject to the representations and warranties, if any, described in the Purchase Terms;
Lessor shall convey title to Lessee by a special warranty deed, together with a typical owner’s affidavit required by a title insurer to delete standard title insurance exceptions and any ancillary documents necessary for the recordation thereof and any required tax documents;
The closing costs and tax prorations shall be divided between the parties in accordance with local custom in Troy Township, Wood County, Ohio;
Lessor shall deliver to the title company closing the transaction evidence of
EXHIBIT 10.6
authority to transfer the Premises to Lessee, and any other customary affidavits, indemnities, or documentation reasonably required by any title insurance company insuring the fee interest in the Premises; and
All title insurance premiums, and other costs, fees, and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the transfer of the Premises to Lessee shall be paid in accordance with the Purchase Terms (or, if not specified therein, in accordance with local custom for commercial real estate transactions in Troy Township, Wood County, Ohio).
Upon the completion of such purchase, unless Lessee shall elect to have its leasehold and fee interests in the Premises not merge and to keep this Lease in effect, this Lease and all obligations and liabilities of Lessor and Lessee hereunder shall terminate, except for those obligations which by their terms survive the termination hereof.
If all or any part of the Premises suffers a casualty or is condemned or appropriated by public authority or any party exercising the right of eminent domain, or conveyed by Lessor to such authority or party in lieu of such taking (which Lessor may only convey with Lessee’s prior written consent) prior to the consummation of a sale pursuant to a Proposed Transfer, Lessor will give Lessee written notice thereof and in such event the purchase price payable by Lessee to Lessor at any closing hereunder shall be reduced by all compensation and other sums received by Lessor in connection with such casualty or taking or transfer in lieu thereof.”
Conflict; Incorporation of Lease Terms. In the event of any express conflict or inconsistency between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control and govern. In all other respects, the terms, covenants and conditions of the Lease, and continuing obligations of the Lessor and Lessee thereunder, are hereby ratified, reaffirmed and incorporated herein by this reference.
Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof but rather are intended for purposes of convenience only.
Severability. Severability. If any provision of this Amendment is determined by a tribunal of competent jurisdiction to be unenforceable, then such determination shall not affect any of the other provisions of this Amendment, which shall be deemed severable.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Amendment may be detached from any counterpart of this Amendment without impairing the legal effect of any signatures thereon and may be
EXHIBIT 10.6
attached to another counterpart of this Amendment identical in form hereto but having attached to it one or more additional signature pages.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT 10.6
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]
EX-10.14
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:
Term. Employee’s employment hereunder shall begin on the Effective Date and end two (2) years from the Effective Date, unless otherwise terminated pursuant to the terms and conditions of this Agreement (the “Term”).
Position. During the Term, Employee shall serve as the assistant controller with all the usual, customary and commensurate authority and duties such a position requires, as well as any other duties assigned to Employee. Employee acknowledges that Employee’s title and duties may change at any time during the Term of this Agreement. Employee shall remain subject to the overall authority of Employer’s board of directors (“Board”), chief executive officer (“Principal”) and chief financial officer. Employee shall comply at all times with all rules, handbooks, policies and codes of conduct of Employer, whether written or unwritten, which may change from time to time at the sole and absolute discretion of Employer. Nothing in any of Employer’s rules, handbooks, policies or codes of conduct shall be construed to create employment for a specific time or to create any rights in favor of Employee that are contrary to the provisions of this Agreement.
Best Efforts and Duty of Loyalty. Employee shall use Employee’s best efforts to promote the interests, prospects and condition (financial and otherwise) and welfare of Employer and shall perform Employee’s duties and responsibilities to the best of Employee’s ability in a diligent, trustworthy, businesslike and efficient manner. Employee shall not engage in any consulting or other employment activities for any direct or indirect remuneration without the written approval of Employer. Employee will perform his duties in a manner consistent with generally accepted business and industry practices.
Authority. Employee does not have authority to commit the Company or the Principal, or any entity owned or controlled by the Company or the Principal, to any investment, business opportunity, or project.
Compensation. During the first twelve (12) months of the Term, Employer agrees to pay Employee for Employee’s services a base salary at the gross rate prior to all taxes and other withholdings of one hundred and sixty thousand dollars ($160,000) (“Year 1 Base Salary”). From months thirteen (13) to twenty-four (24) of the Term, Employer agrees to pay Employee for Employee’s services a base salary at the gross rate prior to all taxes and other withholdings of one hundred seventy thousand dollars ($170,000) (Year 2 Base Salary). The Year 1 Base Salary and the Year 2 Base Salary will be subject to periodic review and may be adjusted upward from time to time under direction of the Board and/or the Principal, in the Board and/or the Principal’s sole and absolute discretion, considering factors including, but not limited to, Employee’s performance, financial needs of the Company, compensation of similar employees of similarly sized and located companies, and other pertinent factors. The Base Salary shall be payable in accordance with Employer’s customary payroll practices applicable to its Employees.
Bonus. During Employee’s employment under this Agreement, Employee shall be eligible to receive cash bonuses, payable in accordance with Employer’s customary payroll practices applicable to its Employees, at the discretion of Employer. At the discretion of the Board and/or the Principal, Employee shall be
EXHIBIT 10.14
eligible to receive shares of the Company (for purposes of clarification, some share awards may be subject to a vesting schedule with time and/or performance requirements), subject to execution of the applicable Company shareholder restriction agreements. Employee’s annual bonus, subject to change at the sole discretion of the Company, shall be no less than ten percent (10%) of his then current base salary with fifty percent (50%) of the bonus awarded in Company shares (for purposes of clarification, Company shares awarded as part of the annual bonus shall be fully vested upon award).
Benefits. Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by Employer, if any, and made available to similarly situated Employees. Employee’s participation in any such employee benefit plans shall be in accordance with the terms and conditions thereof and Employer’s policies and practices in effect from time to time. Employee benefits, and the terms and conditions thereof, may be modified or terminated from time to time by Employer without obtaining the prior consent of Employee or amending this Agreement, provided that Employer will provide Employee with notice of any changes consistent with other similarly situated Employees. The determination to maintain any benefit plans lies within the sole discretion of the Employer.
Termination by Company.
General. Employee’s employment with Company is “at will” and Company shall have the right to terminate this Agreement with or without Cause, as defined in this Agreement, at any time during the Term by giving written notice to Employee. The termination shall become effective on the date specified in the notice.
Cause Defined. “Cause” shall mean:
(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;
EXHIBIT 10.14
(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.
Termination by Company with Cause. In the event Employee is terminated for Cause, such termination shall be effective immediately upon notice from Company and Company shall pay Employee all accrued but unpaid Base Salary through the effective date of such termination with Cause, less payroll deductions and withholdings required by law. Any such payments shall be payable in accordance with normal payroll practices. Employee shall not be entitled to receive any further compensation, including bonus compensation, if terminated with Cause. Any and all shares and/or options that are unvested shall be forfeited, and all such unvested shares and/or options shall immediately revert to the Company.
Termination by Company Without Cause. In the event Employee is terminated without Cause, such termination shall be effective as of the date specified by the Company in a written notice to Employee, and Company shall pay Employee’s accrued but unpaid Base Salary through the effective date of such termination without Cause, less payroll deductions and withholdings required by law. In addition, provided Employee signs and does not revoke as may be permitted by law a general release of claims in a form acceptable to Company, Company shall pay Employee severance pay equal to the full value of employee’s remaining base pay for the remainder of the Term plus the current cash value of the minimum bonus amounts outlined for the Term. The full value of any and
EXHIBIT 10.14
all shares and/or options that are unvested shall be paid to the employee as cash, and all such unvested shares and/or options shall immediately revert to the Company.
Termination by Death or Disability of Employee.
(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.
Disability Insurance. Any amounts paid to Employee pursuant to disability insurance policies provided and paid for by Company shall be offset against the amount of salary due from Company to Employee during the period of Employee’s disability. Notwithstanding the foregoing, nothing in this Section shall be construed as requiring Company to procure or maintain disability insurance for the benefit of Employee.
Termination by Employee. Employee may terminate this Agreement at any time, with or without cause, by giving written notice to Company. Any such termination shall become effective on the date specified in such notice, provided that Company may elect to have such termination become effective on a date after, but not more than, fourteen (14) calendar days after the date of the notice. Company shall pay Employee all accrued but unpaid Base Salary, less payroll deductions and withholdings required by law, through the effective date of such termination. Any such payments shall be payable in accordance with normal payroll practices. Any and all shares and/or options that are unvested shall be forfeited, and all such unvested shares and/or options shall immediately revert to the Company.
Employee Covenants.
Competition During Employment Prohibited. During the term of Employee’s employment, Employee shall not, either alone or as a member of a partnership or association, or as an officer, director, advisor, consultant, agent, or employee of any other organization, be engaged in, concerned with or providing services to any business or individual in competition with the business of Employer or any of its active business segments. For this purpose, competition with the business of Employer includes pursuing investment opportunities for any individual or entity, other than Employer and Principal, including but not limited to financial services.
Usurpation of Employer Opportunity Prohibited. During the Term of Employee’s employment and for a period of one year thereafter, Employee shall not take advantage of any Employer opportunity without first offering the opportunity with full disclosure of material facts
EXHIBIT 10.14
to Employer and receiving notice that Employer has declined such opportunity. For this purpose, “Employer opportunity” means any opportunity to engage in a business activity: (1) of which Employee becomes aware (A) by virtue of Employee’s relationship with, or in connection with performing functions in the business of, or in using facilities or other resources of Employer, and (B) under circumstances that should reasonably lead Employee to believe that the person offering the opportunity expects it to be offered to Employer; or (2) which Employee knows is closely related to a business in which Employer is engaged or expected to engage;
Confidentiality and Non‑Disclosure. Employee recognizes and acknowledges that Employer has developed and established valuable Confidential Information (as defined below) and business and professional contacts and that Employee will have access to and/or assist in the development or maintenance of such Confidential Information and business and professional contacts solely as a result of Employee’s employment with Employer. In consideration of the special and unique information and opportunities afforded to Employee as a result of employment with Employer, Employee agrees (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, to any entity or person other than those with need and authority to know and use the Confidential Information in connection with the business of Employer; and (iii) not to access or use any Confidential Information, and not to copy any resources containing any Confidential Information, or remove any such resources from the premises or control of Employer, except as required in the performance of Employee’s authorized employment duties to Employer. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Employee shall promptly provide written notice of any such order to the Principal and chief financial officer.
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.
“Confidential Information” is information, in any format or medium, not generally known to the public or widely known within the industry, relating to Employer’s (and the affiliates of Employer’s) operations, whether current, past, or planned. Such Confidential Information includes, but is not limited to, all information relating directly or indirectly to: business processes, methods or policies; plans, research, services, or strategies; transactions or potential transactions; trade secrets; computer programs, software, applications, or design; supplier or vendor information; financial, accounting, legal, marketing, advertising or pricing information; and any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients of Employer. Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances
EXHIBIT 10.14
in which the information is known or used. Failure to identify or to specifically mark any Confidential Information as confidential shall not affect its status as Confidential Information under this Agreement. Employee understands and agrees that Confidential Information includes information developed by Employee in the course of Employee’s employment by Employer as if Employer furnished the same Confidential Information to Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public or widely known within the industry at the time of disclosure to or creation by Employee, provided that such disclosure is through no direct or indirect fault of Employee or persons acting on Employee’s behalf.
Non‑Solicitation of Business Relationships. During the term of Employee’s employment, and for a period of one year thereafter, Employee shall not, either alone or as a member of a partnership or association, or as an officer, director, advisor, consultant, agent, or employee of any other organization, not, either individually or on behalf of any other individual or entity, directly or indirectly, (a) solicit, sell to, divert, serve, accept or receive business from, or (b) attempt to solicit, sell to, divert, serve, accept or receive business from any individual or entity with whom Employer maintained a business, investment, or financial interest in or with during Employee’s employment with Employer. Although Employee may have personal contact and do business with any such individual or entity in various ways and in a manner not specifically addressed by this Agreement, Employee will be deemed to have had personal contact and to have done business with such individual or entity if Employee personally solicited or had other personal interaction with the individual or entity by telephone, writing, or in person while Employee was performing his duties on behalf of Employer or for a period of one year thereafter.
Return of Property. Employee agrees that, upon termination of employment, Employee will immediately surrender to Employer all Employer property in Employee’s possession or control, tangible or intangible, including, without limitation, Confidential Information in whatever embodiment or form, and all copies and other reproductions and extracts thereof, including those prepared by Employee.
Non‑Solicitation of Employees. During the term of Employee’s employment, and for a period of one year thereafter, Employee shall not, either alone or as a member of a partnership or association, or as an officer, director, advisor, consultant, agent, or employee of any other organization, solicit or encourage any employee of Employer to leave employment with Employer or otherwise make an offer of employment to any such individual.
Non‑Disparagement. During the term and following termination of Employee’s employment, Employee shall not criticize, ridicule or make any statement which disparages or is derogatory of Employer, the Board or the Principal in any communications with any third party or in any public statement.
Restriction Period. The period of time during which the Employee is prohibited from engaging in such business practices pursuant to this Section 10 shall be extended by any length of time during which the Employee is in breach of such covenants.
Acknowledgment of Reasonableness of Restrictions. Employee agrees to abide by the covenants contained in Section 10 in consideration of Employee’s employment, and to induce Employer to enter into this Agreement. Employee agrees that the restraints imposed under this Agreement are no greater than are reasonably necessary to preserve and protect the legitimate business interests of
EXHIBIT 10.14
Employer and Principal, in light of the nature of the business in which Employer and Principal are engaged. Employee further acknowledges and agrees that Employer’s business is highly dependent upon Employee’s services for its success, that Employer has entrusted many aspects of its business and Confidential Information to Employee, and that Employee is an essential employee performing a key role for Employer in which Employee will have influence over other employees and business partners of Employer, and, therefore, the restrictions set forth in Section 10 are reasonable and essential to protect Employer’s legitimate business interests. Employee further acknowledges and agrees that the enforcement of the restrictive covenants in Section 10 by Employer will not in any manner impose an undue hardship upon Employee or preclude Employee from becoming gainfully employed in such manner and to such extent as to provide a standard of living for Employee, the members of Employee’s family, and those dependent upon Employee of at least the sort and fashion to which Employee and they have become accustomed or may expect.
Specific Enforcement. Employee acknowledges that any breach of the covenants of Section 10 may result in irreparable injury and damage to Employer for which Employer may have no adequate remedy at law. Accordingly, Employee agrees that in the event of any such breach or any threat of breach:
Employer shall, in addition to any other remedies or damages available to it at law or in equity, be entitled to immediate and permanent specific performance injunctive relief restraining such breach or threatened breach, without having to prove damages and without provision of any bond. In addition, Employer shall be entitled to all costs and expenses, including reasonable attorneys’ fees and costs in enforcing the covenants of Section 10.
In the event of Employee’s violation of any restrictions in Section 10, the time period of the restrictions shall be extended by the period of time beginning when the violation commenced and ending when all activities constituting the violation shall have finally terminated in good faith to the reasonable satisfaction of Employer.
In the event that any portion of the restrictive covenants contained in Section 10, whether related to time period, geographic area, the nature of the activities restricted or otherwise, shall be declared by a court of competent jurisdiction to exceed the maximum that such court deems reasonable and enforceable, then this Agreement shall be deemed to be modified, and the parties desire the court to enforce and give effect to the restrictive covenants to the maximum extent permitted by law.
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.
Notification of Right to Disclose. Employee acknowledges receipt of notice that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. In addition, Employee has been given notice that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Finally, Employee acknowledges receipt of notice that an individual who files a lawsuit for retaliation by an employer for
EXHIBIT 10.14
reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Employee’s Representations. Employee represents, warrants and covenants as follows to the best of his knowledge:
Employee is not a party to, or subject to the terms of, any agreement, written or unwritten, with any person, firm or entity which would have the effect of prohibiting Employee from entering into this Agreement or from carrying out the terms of this Agreement.
Employee has not taken, does not possess and does not have under Employee’s control any property that belongs to Employee’s former employer. Employee has not taken any trade secrets or other confidential information from Employee’s previous employer, and, even if Employee did have such trade secrets or confidential information, Employee agrees that Employee will not disclose those trade secrets and confidential information to Employer or use them in Employee’s employment.
Employee has not accepted, nor agreed to accept, and will not solicit, receive, accept or agree to accept, directly or indirectly, from any person or entity other than Employer any consideration for Employee to mention, use or identify any product, service, material, trademark or brand name.
EMPLOYEE FULLY UNDERSTANDS EVERY PROVISION OF THIS AGREEMENT AND HAS BEEN ADVISED OF EMPLOYEE’S RIGHT TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY OF EMPLOYEE’S CHOOSING AND HAS EITHER DONE SO OR HAS KNOWINGLY AND WILLINGLY DECIDED NOT TO DO SO.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Employer, its successors and assigns and shall be binding upon Employee, Employee’s administrators, executors, legatees, heirs, and other legal representatives. Employer shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession or assignment had taken place. Except to the extent the context otherwise requires, the term the “Employer” as used herein shall include any such successors and assigns to Employer’s operations or assets.
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.
Notices. Any notice to be given to a person hereunder shall be given by United States certified mail or by personal delivery (provided that within 24 hours a written copy of such transmission is deposited in United States certified mail or personally delivered), with return receipt by the addressee requested, and addressed, to Employer at its principal place of business, and to Employee at Employee’s address on the employment records of Employer, or at such other address most recently designated by that person for this purpose. Any notice shall be deemed given upon the date of receipt stated in the
EXHIBIT 10.14
returned receipt or, if the address most recently specified by the addressee as provided above is not a valid address, the date of a returned receipt or other certification of the United States post office for such address certifying that the same is not a valid mailing address and that no forwarding address is known to such post office.
Amendment/Waiver. No amendment or waiver of any provision of this Agreement shall be implied by any failure of any party to enforce any remedy upon the violation of such provision, even if such violation is continued or repeated subsequently, and in no event shall any amendment or waiver of any provision of this Agreement be effective against any party hereto unless expressed in writing signed by that party. No express waiver shall affect any provision other than the one specified in such waiver, and that only for the time and in the manner specifically stated.
Construction. As used in this Agreement, the singular shall include the plural and any gender shall include all genders as the context requires. Unless the context otherwise requires, use of any form of the term “include” shall mean including without limitation; and use of the term “or” is not intended to be exclusive unless the context otherwise clearly requires.
Headings. The headings and captions are for convenience only and shall not be deemed to limit, construe, affect, or alter the meaning of the underlying provisions.
Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction for any reason, such invalidity, illegality, or unenforceability shall not affect the remainder of this Agreement, and the remainder of this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable portion were not contained herein.
Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter, except for any confidentiality, non-disclosure, non-disparagement, or similar agreements, which remain in full force and effect and are in addition to the covenants contained in this Agreement. No change, addition or amendment shall be made except by written agreement signed by all of the parties.
Counterparts/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be one and the same instrument. Each party agrees that the electronic signatures of the parties included on this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
Survival. Any provision of this Agreement that expressly, or by necessary implication, continues after termination of this Agreement, or Employee’s employment by Employer, shall survive the termination of this Agreement and Employee’s employment by Employer.
Governing Law/Jurisdiction/Venue. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Nebraska without giving effect to the conflict of law principles thereof. All actions and proceedings to enforce the obligations of the parties under this Agreement shall be initiated in an appropriate state or federal court in Douglas County, Omaha, Nebraska to the exclusion of all other courts, and the parties consent to the jurisdiction and venue of any such court and waive any argument that venue in such forum is not convenient.
EXHIBIT 10.14
Code Section 409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, Employee shall not be considered to have terminated employment with Company for purposes of any payments under this Agreement or any other arrangement between Employee and the Company which are subject to Section 409A until Employee would be considered to have incurred a “separation from service” from Company within the meaning of Section 409A. Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Employee understands and agrees that Employee shall be solely responsible for the payment of any taxes, penalties, interest, or other expenses incurred under Section 409A.
[Signature Page Follows]
EXHIBIT 10.14
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<br><br>By: /s/ Charles Krebs<br><br>Name: Charles Krebs<br><br>Title: CFO | DYLAN FLOTT<br><br>By: /s/ Dylan Flott<br><br>Name: Dylan Flott |
|---|
EX-21
Exhibit 21
SUBSIDIARIES OF OLD MARKET CAPITAL CORPORATION
| Subsidiary | State of Incorporation | Ownership Percentage |
|---|---|---|
| Amplex Holdings, Inc. | Delaware | 60.9% |
| <ul><li><font>Amplex Electric, Inc.</font></li></ul> | Ohio | 60.9% |
EX-31.3
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:
- I have reviewed this annual report on Form 10-K/A of Old Market Capital Corporation; and
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: July 21, 2025 | /s/ Jeffrey C. Royal |
|---|---|
| Jeffrey C. Royal | |
| Chief Executive Officer<br><br>(Principal Executive Officer) |
EX-31.4
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:
- I have reviewed this annual report on Form 10-K/A of Old Market Capital Corporation; and
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: July 21, 2025 | /s/ Charles Krebs |
|---|---|
| Charles Krebs | |
| Chief Financial Officer | |
| (Principal Financial Officer) |