RECITALSPurchase and Sale Agreement • January 23rd, 2001 • Waters Instruments Inc • Power, distribution & specialty transformers
INCENTIVE STOCK OPTION AGREEMENT WATERS INSTRUMENTS, INC.Incentive Stock Option Agreement • May 16th, 2005 • Waters Instruments Inc • Power, distribution & specialty transformers
THIS AGREEMENT, made effective as of this day of , 20 , by and between Waters Instruments, Inc., a Minnesota corporation (the “Company”), and (“Participant”).
SECURITY AGREEMENT (Zareba Systems, Inc.)Security Agreement • September 5th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers
THIS SECURITY AGREEMENT (this “Agreement”) is made effective as of the 29th day of August, 2007, by Zareba Systems, Inc., a Minnesota corporation (the “Debtor”), in favor of JPMorgan Chase Bank, N.A., a national banking association (the “Secured Party”).
ZAREBA SYSTEMS, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • September 28th, 2009 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
THIS AGREEMENT is made effective September 25, 2009, by and between Zareba Systems, Inc. (the “Company”), a Minnesota corporation, and Jeffrey Mathiesen (the “Executive”), an individual;
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN WATERS INSTRUMENTS, INC. AND WELLS FARGO BUSINESS CREDIT, INC.Credit and Security Agreement • November 15th, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
WATERS INSTRUMENTS, INC., a Minnesota corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:
WITNESSETH: WHEREAS, the Company believes that Executive is valuable to the future growth of the Company and its business and, accordingly, the Company and Executive mutually wish the Company to employ Executive upon the terms and conditions set forth...Employment Agreement • November 13th, 1995 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
THIRD AMENDMENT TO LEASELease Agreement • September 26th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers
THIS THIRD AMENDMENT TO LEASE (the “Third Amendment”) is entered into as of this 25th day of February, 2008, by and between PLYMOUTH PROPERTIES REALTY LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Landlord”), and ZAREBA SYSTEMS, INC., a Minnesota corporation, with an address of 13705 26th Avenue N., Suite 102, Plymouth, MN 55441-3644, formerly known as Water Instruments, Inc. (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2001 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
THIS AGREEMENT is dated as of July 9, 2001, by and among WATERS INSTRUMENTS, INC. ("Buyer"), a Minnesota corporation; JON BERG (“Berg”) an individual, RONALD LANGLIE (“Langlie”) an individual, JETTE JACOBSON LORD (“Jette Lord”) an individual, THOMAS L. LORD, (“Thomas Lord”) an individual, LYLE WAYNE (“Wayne”) an individual; and NORTH CENTRAL PLASTICS, INCORPORATED ("North Central"), a Minnesota corporation.
AGREEMENT AND PLAN OF MERGER among WOODSTREAM CORPORATION, WDST, INC. and ZAREBA SYSTEMS, INC. Dated as of January 11, 2010Merger Agreement • January 12th, 2010 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
This Agreement and Plan of Merger (this “Agreement”) is made as of January 11, 2010 among Woodstream Corporation, a Pennsylvania corporation (“Parent”), WDST, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Sub”), and Zareba Systems, Inc., a Minnesota corporation (the “Company”). The Company and Sub are sometimes collectively referred to as the “Constituent Corporations.”
LINE OF CREDIT AGREEMENTLine of Credit Agreement • September 24th, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
THIS TERM LOAN AND CREDIT AGREEMENT is made as of the 6 day of August, 2001, and is by and between WATERS INSTRUMENTS, INC., a Minnesota corporation with offices located in Plymouth, Minnesota (the “Borrower”), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association with offices located in Rochester, Minnesota (the “Bank”).
Employment AgreementEmployment Agreement • September 26th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
This Employment Agreement (“Agreement”) is entered into effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Dale Nordquist, a resident of Minnesota (“Executive”).
RESTRICTED STOCK AGREEMENT WATERS INSTRUMENTS, INC. 2004 EQUITY INCENTIVE PLANRestricted Stock Agreement • May 16th, 2005 • Waters Instruments Inc • Power, distribution & specialty transformers
THIS AGREEMENT, made effective as of this day of , 20 , by and between Waters Instruments, Inc., a Minnesota corporation (the “Company”), and (“Participant”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 5th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
THIS STOCK PLEDGE AGREEMENT, is made effective as of the 29th day of August, 2007, by and between Zareba Systems, Inc., a Minnesota corporation (“Debtor”), and JPMorgan Chase Bank, N.A., a national banking association (“Secured Party”).
WATERS INSTRUMENTS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
THIS AGREEMENT is made effective July 1, 1995, by and between WATERS INSTRUMENTS, INC. (the “Company”), a Minnesota corporation, and GERALD W. GRABOWSKI (the “Executive”), an individual;
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 12th, 2006 • Zareba Systems Inc • Power, distribution & specialty transformers
This Third Amendment, dated as of February 22, 2006, is made by and among ZAREBA SYSTEMS, INC., f/k/a Waters Instruments, Inc., a Minnesota corporation (“Zareba”) and WATERS MEDICAL SYSTEMS, INC., a Minnesota corporation (“Waters Medical Systems”) (collectively, the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its WELLS FARGO BUSINESS CREDIT operating division (the “Lender”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • October 6th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers
This Amendment, dated effective as of September 30, 2008, is made by and between Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).
STOCK APPRECIATION RIGHTS AGREEMENT WATERS INSTRUMENTS, INC. 2004 EQUITY INCENTIVE PLANStock Appreciation Rights Agreement • May 16th, 2005 • Waters Instruments Inc • Power, distribution & specialty transformers
THIS AGREEMENT, made effective as of this day of , 20 , by and between Waters Instruments, Inc., a Minnesota corporation (the “Company”), and (“Participant”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 12th, 2010 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
Amendment, dated as of January 11, 2010, between Zareba Systems, Inc., a Minnesota corporation, and Wells Fargo Bank, N.A. as Rights Agent (the “Rights Agent”), to the Rights Agreement dated as of March 15, 2005 between Waters Instruments, Inc., the name of which has been changed to Zareba Systems, Inc. and which is hereinafter referred to as the “Company,” and the Rights Agent (the “Rights Agreement”).
Purchase AgreementPurchase Agreement • February 23rd, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers
RECEIVED OF Kevin Swanson and/or Assignee the sum of Twenty Thousand and no/100 ($20,000.00) Dollars Hamilton Ret Acct as earnest money and in part payment for the purchase of property at 2411 7th St. NW, Rochester, situated in the County of Olmsted, State of Minnesota and legally described as follows: to be supplied
TRIPLE NET LEASETriple Net Lease • February 23rd, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
THIS LEASE, made and entered into on this 13th day of January, 2004, by and between 1620 Industrial Drive LLC, a Minnesota limited liability company, herein referred to as “Lessor,” and Waters Instruments Inc., a Minnesota corporation, herein referred to as “Tenant.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated effective March 19, 2004, is by and between Waters Network Systems, LLC (“Buyer”), a Minnesota limited liability company, and Waters Instruments, Inc. (“Seller”), a Minnesota corporation.
RESIGNATION AGREEMENT AND RELEASEResignation Agreement • September 26th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
This Resignation Agreement and Release (the “Agreement”) is made June 2, 2008, by and between Executive (“Executive”) and Zareba Systems, Inc., f/k/a Waters Instruments, Inc. (“Zareba”), a Minnesota corporation.
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • September 27th, 2006 • Zareba Systems Inc • Power, distribution & specialty transformers
This Fourth Amendment, dated as of May 1, 2006, is made by and among ZAREBA SYSTEMS, INC., f/k/a/ Waters Instruments, Inc., a Minnesota corporation (“Zareba Systems”), WATERS MEDICAL SYSTEMS, INC., a Minnesota corporation (“Waters Medical Systems”), ZAREBA SECURITY, INC., a Minnesota corporation (“Zareba Security”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its WELLS FARGO BUSINESS CREDIT operating division (the “Lender”).
REVOLVING NOTERevolving Note • September 5th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers
This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Loan Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • September 5th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers
THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”), made this 29th day of August, 2007, by ZAREBA SYSTEMS, INC., a Minnesota corporation (the “Borrower”), in favor of JPMORGAN CAHSE BANK, N.A., a national banking association (the “Lender”).
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 14th, 2006 • Zareba Systems Inc • Power, distribution & specialty transformers
This Second Amendment, dated as of December 23, 2005, is made by and among ZAREBA SYSTEMS, INC., f/k/a Waters Instruments, Inc., a Minnesota corporation (the “Original Borrower”), WATERS MEDICAL SYSTEMS, INC., a Minnesota corporation (“Waters Medical Systems”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its WELLS FARGO BUSINESS CREDIT operating division (the “Lender”).
RESTATED LEASE AND OPTION TO PURCHASELease and Option to Purchase • February 23rd, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers
THIS LEASE is made and entered into as of this 6th day of August, 2001, by and between B&L Rentals, L.L.C., a Minnesota limited liability company (“Landlord”), and WATERS INSTRUMENTS, INC., a Minnesota corporation.(“Tenant”).
REVOLVING CREDIT AGREEMENT Dated as of August 29, 2007Revolving Credit Agreement • September 5th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”), hereby agree as follows:
RESIGNATION AGREEMENT AND RELEASEResignation Agreement • September 26th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
This Resignation Agreement and Release (the “Agreement”) is made June 27, 2008, by and between W. John Frederick (“Executive”) and Zareba Systems, Inc. (“Zareba”), a Minnesota corporation.
VOLUNTARY CANCELLATION AGREEMENT OF INCENTIVE STOCK OPTION AGREEMENT ZAREBA SYSTEMS, INC. 2004 EQUITY INCENTIVE PLANVoluntary Cancellation Agreement • September 26th, 2008 • Zareba Systems Inc • Power, distribution & specialty transformers
This Voluntary Cancellation Agreement is made effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Jeffrey S. Mathiesen (“Participant”).
TRANSITION EMPLOYMENT AGREEMENT AND RELEASETransition Employment Agreement • September 27th, 2006 • Zareba Systems Inc • Power, distribution & specialty transformers • Minnesota
NOW, THEREFORE, in consideration of the mutual covenants and promises made by and between the parties, the receipt and adequacy of which is acknowledged, Waters and Anshus hereby agree as follows:
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • May 16th, 2005 • Waters Instruments Inc • Power, distribution & specialty transformers
This Amendment, dated as of April 29 , 2005, is made by and between WATERS INSTRUMENTS, INC. a Minnesota corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
DATED 27 September 2004 MR L DICKINSON (1) and MRS B H TODD and ZAREBA SYSTEMS EUROPE LIMITED (2)Share Purchase Agreement • October 1st, 2004 • Waters Instruments Inc • Power, distribution & specialty transformers • England
WATERS INSTRUMENTS, INC. and Wells Fargo Bank, N.A. as Rights Agent Rights Agreement Dated as of March 15, 2005Rights Agreement • March 16th, 2005 • Waters Instruments Inc • Power, distribution & specialty transformers • Minnesota
This Agreement, dated as of March 15, 2005, by and between WATERS INSTRUMENTS, INC., a Minnesota corporation (“the Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”),
STOCK PURCHASE AGREEMENT FOR THE PURCHASE AND SALE OF ALL OUTSTANDING SHARES OF CAPITAL STOCK OF WATERS MEDICAL SYSTEMS, INC. DATED AS OF JULY 24, 2007 BETWEEN ZAREBA SYSTEMS, INC. AND HOLDING GC, INC.Stock Purchase Agreement • July 25th, 2007 • Zareba Systems Inc • Power, distribution & specialty transformers • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2007, is entered by and between Zareba Systems, Inc., a Minnesota corporation (the “Seller”), and Holding GC, Inc., a Delaware corporation (“Buyer”).
