Re: Letter AgreementCamden Merger Sub, Inc. • March 26th, 2018 • Electromedical & electrotherapeutic apparatus • Delaware
Laborie Medical Technologies Canada ULC, an unlimited liability company incorporated under the laws of British Columbia (“Investor”), is pleased to offer this (i) commitment, subject to the terms and conditions contained herein, in connection with that certain Agreement and Plan of Merger, dated as of March 11, 2018 (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Cogentix Medical, Inc., a Delaware corporation (the “Company”), LM US Parent, Inc., a Delaware corporation (“Parent”), and Camden Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent, and (ii) guarantee of the payment obligations of Parent and Merger Sub under the Merger Agreement, subject to the terms and conditions therein. This letter agreement is be
JOINT FILING AGREEMENTJoint Filing Agreement • March 21st, 2018 • Camden Merger Sub, Inc. • Electromedical & electrotherapeutic apparatus
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 26th, 2018 • Camden Merger Sub, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is delivered as of March 11, 2018 by Lewis C. Pell, an individual resident of the State of New York (“Pell”), to LM US Parent, Inc., a Delaware corporation (“Parent”), and is for the benefit of Parent and the Acquired Companies.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 26th, 2018 • Camden Merger Sub, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is delivered as of March 11, 2018 by Accelmed Growth Partners Management Ltd., a Cayman Islands private limited company (“Accelmed”), to LM US Parent, Inc., a Delaware corporation (“Parent”), and is for the benefit of Parent and the Acquired Companies.
