SECURITIES PURCHASE AGREEMENT By and Between ANDOVER MEDICAL, INC. and VICIS CAPITAL MASTER FUND DATED August 8, 2008Securities Purchase Agreement • August 15th, 2008 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 8th day of August, 2008, is made by and between ANDOVER MEDICAL, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.
WARRANT TO PURCHASE SHARES OF THE COMMON STOCK OF ANDOVER MEDICAL, INC. (Void after Expiration Date – May 8, 2012)Warrant Agreement • May 21st, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This certifies that Vicis Capital Master Fund or its successors or assigns (“Holder”) shall be entitled to purchase from Andover Medical, Inc., a Delaware corporation (“Company”), having its principal place of business at 510 Turnpike Street, Suite 204, N. Andover, MA 01845, 4,857,143 fully paid and non-assessable shares (“Warrant Shares”) of the Company’s common stock, par value $.001 per share (“Common Stock”), at a price per share equal to the Exercise Price (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Washington
THIS EMPLOYMENT AGREEMENT dated as of May 11, 2007 (the “Agreement”), is entered into by and between Rainier Surgical Incorporated (the “Company”), a Washington corporation and Garth S. Luke (the “Executive”).
FINANCIAL CONSULTING AGREEMENTFinancial Consulting Agreement • May 10th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENT made as of this 4th day of May, 2007 by and between Andover Medical, Inc. (the “Company”) with an address at 510 Turnpike Street, Suite 204, North Andover, MA 01845 and William Tobin (the “Consultant”), with an address at 168 Irving Ave, Suite 500F, Port Chester, New York 10573.
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CONSULTING AGREEMENT dated as of May 4, 2007 (the “Agreement”), is entered into by and between Ortho-Medical Products, Inc. (the “Company”), a New York corporation and Marc Waldman (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 15th, 2013 • Hot Mamas Foods, Inc. • Miscellaneous food preparations & kindred products • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of May 29, 2013 between Lansal, Inc. d/b/a Hot Mama’s , a Delaware corporation (the “Company”) with a principal place of business at of 134 Avocado Street, Springfield, Massachusetts, and Matthew Morse (hereinafter “Morse”), an individual residing at 51 Hop Brook Road, Amherst, Massachusetts.
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
EMPLOYMENT AGREEMENT (this “Agreement”) effective September 11, 2007 (the “Effective Date”) by and between ANDOVER MEDICAL, INC, a Delaware corporation, (the “Company”) and JIM SHANAHAN (the “Executive”) (collectively, the “Parties”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Stock Pledge Agreement (this “Agreement”) made this 11th day of May, 2007, by and between Andover Medical, Inc., a Delaware corporation, Rainier Acquisition Corp., a Delaware corporation (collectively, “Pledgor”), each having its chief executive office at 510 Turnpike Street, Suite 204, North Andover, Massachusetts 01845, and TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (the “Lender”). Capitalized terms used but not defined herein shall have the meaning ascribed in that certain Credit Agreement, of even date herewith, by and among the Pledgor, and the Borrowers named therein (the “Credit Agreement”).
ESCROW AGREEMENTEscrow Agreement • July 28th, 2008 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This ESCROW AGREEMENT dated , 2008 (this “Escrow Agreement”), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (“CDIP”); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (“Andover,” collectively with CDIP, the “Target Companies” and sometimes each individually referred to as a “Target Company”); Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (“MSMT”); and Continental Stock Transfer & Trust Company, as escrow agent with a mailing address of 17 Battery Place, 8th Floor, New York, New 10004 (the “Escrow Agent”). MSMT and the Target Companies are each sometimes referred to individually as a “Constituent Company” and collectively as the “Constituent Companies.” Capitalized terms not otherwise defined herein s
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 26th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT, is made as of , 2006, by and between Andover Medical, Inc., a Delaware corporation having its principal executive offices at 510 Turnpike Street, Suite 204, Andover, MA 01845 (the “Grantor”), and [ ], an individual residing at [ ] (“Optionee”).
GLOBAL SETTLEMENT AGREEMENT AND RELEASEGlobal Settlement Agreement and Release • January 4th, 2008 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Global Settlement Agreement and Release (the “Agreement”) is entered into, by and among, Otto Bock Healthcare LP, a Minnesota limited partnership (“OB”), on the one hand, and Andover Medical Inc., a Delaware corporation (“Andover”), Edwin A. Reilly, a resident of Massachusetts, Francis P. Magliochetti, Jr., a resident of Massachusetts and Patricia Magliochetti, a resident of Massachusetts (jointly referred to herein as the “Magliochettis”) (collectively, the “Andover Respondents”), on the other hand, on the last date acknowledged below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 26th, 2007 • Andover Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March , 2007 by and among Bernard Leff (“Non-Management Stockholder #1”), Jank Partners LLC (“Non-Management Stockholder #2”), and Amerimedical Holdings, Inc. (“Non-Management Stockholder #3”, and collectively with Non-Management Stockholder #1 and Non-Management Stockholder #2, are the “Non-Management Stockholders”), Marc Waldman (“Management Stockholder #1”), William Tobin (“Management Stockholder #2”), Joseph Anastasio (“Management Stockholder #3”) and Jeanne Wilde (“Management Stockholder #4”, and collectively with Management Stockholder #1, Management Stockholder #2 and Management Stockholder #3, are the “Management Stockholders”, which collectively with the Non-Management Stockholders, are the “Stockholders”), Marc Waldman, as agent for the Stockholders (the “Stockholders’ Representative” and the “Exchange Agent”), Ortho-Medical Products Inc., a New York corporation (the “Corporation”), Andover Management Service
FIRST MODIFICATION OF DEMAND REVOLVING LINE OF CREDIT NOTEDemand Revolving Line of Credit Note • April 8th, 2014 • Hot Mamas Foods, Inc. • Miscellaneous food preparations & kindred products
FIRST MODIFICATION OF DEMAND REVOLVING LINE OF CREDIT NOTE by and between UNITED BANK, a Federally chartered bank having a principal place of business at 95 Elm Street, West Springfield, Massachusetts (hereinafter called "Bank", "Lender", or "Holder"), and LANSAL, INC. d/b/a HOT MAMA'S FOODS, a Massachusetts corporation having a principal place of business at 134 Avocado Street, Springfield, Massachusetts (hereinafter referred to as the "Borrower").
CREDIT AGREEMENT BETWEEN TD BANKNORTH, N.A. AND ANDOVER MEDICAL, INC., ORTHO- MEDICAL PRODUCTS, INC.Credit Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
Merger AgreementMerger Agreement • July 26th, 2013 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Merger Agreement (“Agreement”) is made and entered into as of April 4, 2013 (the “Effective Date”), by and among: (i) Lansal, Inc. a Massachusetts corporation having a principal place of business at 134 Avocado Street, Springfield, Massachusetts 01104 (the “Company”) (d/b/a “Hot Mama’s Foods”); (ii) Andover Medical Inc., a Delaware corporation with a business address c/o Davidoff Hutcher & Citron LLP, 605 Third Avenue, 34th Floor, New York, NY 10158 (the “Buyer”); (iii) Hot Mama’s Acquisition Corp. (the “Merger Sub”), a Massachusetts corporation with a business address c/o Davidoff Hutcher & Citron LLP, 605 Third Avenue, 34th Floor, New York, NY 10158; and (iv) Matthew Morse, the sole shareholder of the Company with a residence at 51 Hop Brook Road, Amherst, Massachusetts (the “Shareholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2013 • Hot Mamas Foods, Inc. • Miscellaneous food preparations & kindred products • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of July 30, 2013 between Hot Mama’s Foods Inc., a Delaware corporation (the “Company”) with a principal place of business located at 134 Avocado Street, Springfield, Massachusetts, and William J. Kenealy (hereinafter “Kenealy”), an individual residing at 832 Maple Ave. Downers Grove, IL.
SERIES B PREFERRED SUBSCRIPTION AGREEMENTSubscription Agreement • May 21st, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 16, 2007, by and among Andover Medical, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 26th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of , 2006, by and between Andover Medical, Inc., a Delaware corporation having its principal executive offices at 510 Turnpike Street, Suite 204, Andover, MA 01845 (the “Grantor”), and [ ] an individual residing at [ ] (“Optionee”).
SERIES B PREFERRED SUBSCRIPTION AGREEMENTSubscription Agreement • September 12th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August __, 2007, by and between Andover Medical, Inc., a Delaware corporation (the “Company”), and each subscriber identified on the signature page hereto (the “Subscriber”).
LEASELease • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Washington
THIS LEASE (“Lease”) is entered into between RSI Properties Management, LLC, a Washington limited liability company (“Landlord”) and Rainier Surgical, Inc., a Washington Corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2013 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made as of May 22, 2013 between Lansal, Inc. d/b/a Hot Mama’s Foods, a Massachusetts corporation (the “Company”) with a principal place of business located at 134 Avocado Street, Springfield, Massachusetts, and Joseph D. Ward (hereinafter “Ward”), an individual residing at 105 South Academy Drive, Ephrata, Pennsylvania.
SUBSIDIARY GUARANTYSubsidiary Guaranty • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS SUBSIDIARY GUARANTY (“Subsidiary Guaranty”) is made as of May 11, 2007, by and between the entity signatory hereto (the “Subsidiary Guarantor”) and TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (“Banknorth” or the “Lender”).
SECURITY AGREEMENTSecurity Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
SECURITY AGREEMENT made this 11th day of May, 2007 by Andover Medical, Inc., a Delaware corporation, (“AMI”), having its chief executive office at 510 Turnpike Street, Suite 204, North Andover, Massachusetts 01845, Ortho-Medical Products, Inc., a New York corporation having its chief executive office at 210 Jericho Turnpike, Mineola, N.Y. 11501 (“OMPI”) and Rainier Surgical Incorporated, a Washington corporation having its chief executive office at 1144 29th Street, N.W. Auburn, WA 98001 (“RSI” and, together with AMI and OMPI, “Borrower”), Rainier Acquisition Corp., a Delaware corporation (“RAC”), and Andover Management Services, Inc., a Delaware corporation (“AMS” and, together with Borrower and RAC, an “Obligor”), and their Subsidiaries from time to time party hereto (each individually an “Obligor” and collectively, the “Obligors”), in favor of TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (“Lender”) under (
SUBLEASE AGREEMENTSublease Agreement • April 8th, 2014 • Hot Mamas Foods, Inc. • Miscellaneous food preparations & kindred products • Illinois
This SUBLEASE AGREEMENT (the “Sublease”) is made this 1st day of April, 2014 (the “Effective Date”), by and between LANSAL, INC., a Massachusetts corporation having a principal place of business located at 134 Avocado Street, Springfield, Massachusetts (hereinafter referred to as the “Sublessor”) and DINEINFRESH INC. (d/b/a “Plated”), a Delaware corporation having a principal place of business located at 627 Broadway, 9th Floor, New York, New York 10014 and, after May 1, 2014, 36 Cooper Square, 6th Floor, New York, New York 10013 (hereinafter referred to as the “Sublessee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated May 11, 2007, is entered into by and among Garth Luke (the “Seller”), Rainier Surgical Incorporated a Washington corporation (the “Corporation”) and Rainier Acquisition Corp., a Delaware corporation (the “Buyer”) and a wholly-owned subsidiary of Andover Medical, Inc. (“AMI”).
FIRST AMENDMENT TO INDUSTRIAL LEASEIndustrial Lease • July 26th, 2013 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
THIS AMENDMENT TO INDUSTRIAL LEASE (this "Amendment") is made and entered into effective as of the__ day of December, 2012, by and between 120 Palatine LLC, an Illinois limited liability company ("Landlord") and Lansal Inc. d/b/a Hot Mama's, a Massachusetts corporation ("Tenant").
AGREEMENTLegal Fees Agreement • September 22nd, 2005 • Snow & Sail Sports,Inc.
AGREEMENT dated this 13th day of September 2005, by and between Snow & Sail Sports, Inc. (hereinafter “S&S”), a Delaware Corporation, with offices located at 397 N. Main Street, South Yarmouth, MA 02664, Paul F. Tetreault, President of S&S and Gary B. Wolff, P.C., counsel to S&S, with offices located at 805 Third Avenue, New York, New York.
AGREEMENTConflict of Interest Agreement • September 22nd, 2005 • Snow & Sail Sports,Inc.
AGREEMENT dated this 13h day of September 2005, by and between Snow & Sail Sports, Inc. (hereinafter “S&S”), a Delaware Corporation, with offices located at 397 N. Main Street, South Yarmouth, MA 02664 and Paul F. Tetreault, President of S&S.
COMMERCIAL LEASECommercial Lease • July 26th, 2013 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS LEASE made the 1st day of January, 2012 between BML HOLDINGS, LLC, a Massachusetts Limited Liability Company with a principal place of business located at 134 Avocado Street, Springfield, Massachusetts (hereinafter referred to as the “LANDLORD”), and LANSAL, INC., a Massachusetts corporation with a principal place of business located at 99 Industrial Drive, Northampton, Massachusetts (hereinafter referred to as the "TENANT").
OFFICE LEASEOffice Lease • March 30th, 2007 • Andover Medical, Inc. • Wholesale-medical, dental & hospital equipment & supplies
McGarry Management, LLC, of 401 Andover Street, North Andover, MA 01845, telephone (978) 686-1111, fax (978) 685-7878, Lessor, which expression shall include its heirs, successors and assigns where the context so admits, does hereby lease to Andover Management Services, Inc. a Deleware corporation, of 510 Turnpike Street, North Andover, MA 01845 individually and severally, hereinafter collectively referred to as Lessee, Suite 204, as built out in the floor plan attached hereto as Exhibit A, at 510 Turnpike Street, North Andover, MA, together with the right to use in common with others entitled thereto, the hallways and stairways necessary for access thereto, the parking lot and the lavatories nearest thereto. Lessor shall construct the additional buildout as indicated in red on Exhibit A at Lessee’s expense.
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONAsset Purchase Agreement • July 28th, 2008 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Asset Purchase Agreement and Plan of Reorganization (this “Agreement”), dated as of July 25, 2008 (the “Effective Date”), is by and among Certified Diabetic Services, Inc., a Delaware corporation with a mailing address of 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (“CDIP”); Andover Medical, Inc., a Delaware corporation with a mailing address of 510 Turnpike Street, Suite 204, N. Andover, Massachusetts 01845 (“Andover,” collectively with CDIP, the “Target Companies” and sometimes each individually referred to as a “Target Company”); and Medical Solutions Management Inc., a Nevada corporation with a mailing address of 237 Cedar Hill Street, Marlboro, Massachusetts 01752 (“MSMT”). MSMT and the Target Companies are each sometimes referred to individually as a “Constituent Company” and collectively as the “Constituent Companies.” All capitalized terms used in this Agreement without definition shall have the respective meanings ascribed to such terms in Section 7.12 he
REVOLVING LINE OF CREDITRevolving Line of Credit • June 18th, 2013 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED, the Undersigned, Lansal, Inc., a Massachusetts corporation with a principal place of business at 134 Avocado Street, Springfield, Hampden County, Massachusetts (the "Borrower"), promises to pay to the order of UNITED BANK, a federally chartered stock bank ("Lender"), with a principal address of 95 Elm Street, West Springfield, Massachusetts or such other place as Lender may designate in writing, ON DEMAND, the principal sum of ONE MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,300,000.00), or, if greater or lesser, the (then) total unpaid principal balance due Lender (as reflected by the Lender's books and records) as a result of loans hereafter made by Lender to the Undersigned under this Note from time to time, plus all interest and other charges due Lender hereunder.
