AGREEMENT AND PLAN OF MERGER by and among ANALOGIC CORPORATION, AC MERGER SUB, INC. and ANLG HOLDING COMPANY, INC. Dated as of April 10, 2018Agreement and Plan of Merger • April 10th, 2018 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 10th day of April, 2018, by and among ANLG Holding Company, Inc., a Delaware corporation (the “Parent”), AC Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and Analogic Corporation, a Massachusetts corporation (the “Company”).
CREDIT AGREEMENT dated as of November 23, 2015 among ANALOGIC CORPORATION The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and TD BANK, N.A. and WELLS FARGO BANK, NATIONAL...Credit Agreement • November 30th, 2015 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 23, 2015 among ANALOGIC CORPORATION, the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and TD BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
CREDIT AGREEMENT Dated as of October 11, 2011 among ANALOGIC CORPORATION, as the Borrower, SOVEREIGN BANK, as Administrative Agent and L/C Issuer, TD BANK, N.A., as Documentation Agent, and The Other Lenders Party Hereto SOVEREIGN BANK as Sole Lead...Credit Agreement • October 12th, 2011 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 11, 2011, among Analogic Corporation, a Massachusetts corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), SOVEREIGN BANK, as Administrative Agent and L/C Issuer and TD BANK, N.A., as Documentation Agent.
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2007 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Agreement is made as of the day of by and between Analogic Corporation, a Massachusetts corporation (the “Corporation”), and (“ ” [“Director/Executive Officer”]), [a/an director/executive officer] of the Corporation.
SETTLEMENT AGREEMENTSettlement Agreement • December 10th, 2009 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • New York
This Settlement Agreement (this “Agreement”) is made and entered into as of December 7, 2009, by and among Analogic Corporation (the “Company” or “Analogic”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
October 11, 2011 PLEDGE AGREEMENTPledge Agreement • October 12th, 2011 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Luxembourg
Analogic Corporation, a company incorporated under the laws of the Commonwealth of Massachusetts, United States of America, and having its principal place of business at 8 Centennial Drive, Peabody, Massachusetts 01960, United States of America
ANALOGIC CORPORATION Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • December 9th, 2011 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Nonstatutory Stock Option Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts corporation, and the Participant.
PURCHASE AND SALE AGREEMENT BY AND AMONG ANALOGIC CORPORATION (“Land Seller”), ANADVENTURE II CORPORATION (“Hotel Seller”) AND SIGMA PHI ALPHA CORPORATION (“Purchaser”) FROM THE OFFICE OF: GOULSTON & STORRS, P.C. 400 ATLANTIC AVENUE BOSTON,...Purchase and Sale Agreement • October 19th, 2010 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of the 14th day of October, 2010 (the “Contract Date”) by and among ANALOGIC CORPORATION, a Massachusetts corporation (“Land Seller”), ANADVENTURE II CORPORATION, a Massachusetts corporation (“Hotel Seller”) and SIGMA PHI ALPHA CORPORATION, a Massachusetts corporation (“Purchaser”). The Land Seller and the Hotel Seller are collectively referred to below as the “Seller”.
ANALOGIC CORPORATION Restricted Stock Unit Agreement (Performance-based Vesting)Restricted Stock Unit Agreement • February 3rd, 2010 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts corporation, and the Participant.
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2017 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2017, by and between Brooks West (“Executive”) and Analogic Corporation (the “Company”).
ANALOGIC CORPORATION Restricted Stock Unit Agreement [Insert Performance Metric]Restricted Stock Unit Agreement • September 13th, 2013 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts Corporation, and the Participant.
ANALOGIC CORPORATION Restricted Stock Unit Agreement (Time-based Vesting)Restricted Stock Unit Agreement • March 11th, 2010 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts corporation, and the Participant.
SEVERANCE AGREEMENTSeverance Agreement • December 7th, 2017 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2017 by and between [ * ] (“Executive”) and Analogic Corporation (the “Company”).
ANALOGIC CORPORATION CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 6th, 2009 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS AGREEMENT (the “Agreement”) by and between Analogic Corporation, a Massachusetts corporation (the “Company”), and John Millerick (the “Executive”), dated December 24, 2008 (the “Agreement Date”).
TERMINATION AGREEMENTTermination Agreement • February 5th, 2008 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of January, 2007, by and between Shenzhen Anke High-Tech Company Limited (“Anke”), a Sino-foreign joint stock limited company organized and existing under the laws of the People’s Republic of China (“PRC”) and having registered offices at 26 Yanshan Road, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC (“Anke”), and Analogic Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts, U.S.A., and having offices at 8 Centennial Drive, Peabody, Massachusetts 01960, U.S.A. (“Analogic”). Anke and Analogic may hereinafter be referred to as a “Party” individually and as the “Parties” collectively.
ANALOGIC CORPORATION Restricted Stock Agreement FY2010 LTIPRestricted Stock Agreement • September 23rd, 2010 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts Corporation, and the Participant.
COOPERATION AGREEMENTCooperation Agreement • October 18th, 2017 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Delaware
This Cooperation Agreement (this “Agreement”), dated as of October 13, 2017, is by and between Voce Capital Management LLC (“Voce”) and Analogic Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SEPARATION AGREEMENTSeparation Agreement • February 5th, 2008 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Separation Agreement dated and effective as of January 29, 2008 (the “Agreement”) is entered into by and between Analogic Corporation (the “Company”) and Alex A. Van Adzin (“Mr. Van Adzin”).
January 23, 2012 Gina ConsylmanAnalogic Corp • January 27th, 2012 • Instruments for meas & testing of electricity & elec signals
ANALOGIC CORPORATION Restricted Stock Unit Agreement (Time-based Vesting) Amended and Restated 2009 Stock Incentive PlanRestricted Stock Unit Agreement • September 13th, 2013 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts Corporation, and the Participant.
April 4 2017 Shalabh Chandra Exeter, New Hampshire 03833 Dear Shalabh:Letter Agreement • June 7th, 2017 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
The purpose of this letter agreement (“Agreement”) is to confirm the terms of your separation from Analogic Corporation (“Analogic” or the “Company”).
December 24, 2008 Mr. James Green Lexington MA 02421 Dear Jim:Analogic Corp • March 6th, 2009 • Instruments for meas & testing of electricity & elec signals • Massachusetts
Reference is made to your letter agreement with Analogic Corporation (the “Company”) dated April 20, 2007 (the “Agreement”). The purpose of this document is to amend the Agreement in view of certain regulations recently promulgated by the Internal Revenue Service (the “IRS”) in connection with Internal Revenue Code (“IRC”) Section 409A and to more clearly state our understanding with regard to certain payments that may be subject to excise taxes under the IRC. We do not intend to otherwise alter the terms of the Agreement. In all respects, the Agreement shall remain in full force and effect, provided, however, that:
STOCK PURCHASE AGREEMENT between ANALOGIC CORPORATION and EMAGEON INC. Dated as of November 1, 2005Stock Purchase Agreement • November 4th, 2005 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • New York
STOCK PURCHASE AGREEMENT, (this “Agreement”), dated as of November 1, 2005, between Analogic Corporation, a Massachusetts corporation (“Seller”), and Emageon Inc., a Delaware corporation (“Purchaser”).
PLEDGE AGREEMENTPledge Agreement • June 6th, 2014 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This PLEDGE AGREEMENT is made as of April 21, 2014, by and between Analogic Corporation, a Massachusetts corporation (the “Company”), and Sovereign Bank, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for (a) itself and other lending institutions (hereinafter, collectively, the “Lenders”, which shall include the L/C Issuer) which are or may become parties to the Credit Agreement dated as of the date hereof (as amended and in effect from time to time, the “Credit Agreement”), among the Company, the Lenders, the Administrative Agent and certain other parties thereto; and (b) the other Secured Parties (as such term is defined in the Credit Agreement).
ARRANGEMENT AGREEMENT BY AND AMONG ANALOGIC CORPORATION, 8385998 CANADA INC., ULTRASONIX MEDICAL CORPORATION, AND SCOTT RATUSHNY, RONALD POELZER AND LAURENT PELISSIER, SOLELY IN THEIR CAPACITY AS REPRESENTATIVES January 7, 2013Arrangement Agreement • January 8th, 2013 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Alberta
This Arrangement Agreement (the “Agreement”) is entered into as of January 7, 2013, by and among Analogic Corporation, a Massachusetts corporation (the “Parent”); 8385998 Canada Inc., a Canadian corporation (the “Buyer”) and a direct or indirect wholly owned subsidiary of Parent; Ultrasonix Medical Corporation, a Canadian corporation (the “Company”); and Scott Ratushny, Ronald Poelzer and Laurent Pelissier, solely in their capacity as the Representatives of the Company Shareholders (the “Representatives”). The Parent, the Buyer, the Company and the Representatives are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
BY HAND AND BY E-MAIL MFROST@ANALOGIC.COM Mark Frost Boxford, MA 01921 Re: Separation Agreement Dear Mark:Analogic Corp • July 25th, 2017 • Instruments for meas & testing of electricity & elec signals • Massachusetts
The purpose of this separation agreement (“Agreement”) is to confirm the terms of your separation from Analogic Corporation. (“Analogic” or the “Company”). The Severance Pay and Benefits described below are contingent on your agreement to and compliance with the provisions of this Agreement. Unless you rescind your assent as set forth in Section 8 below, this Agreement shall be effective on the 8th day following your signing of this Agreement (the “Effective Date”), at which time it shall become final and binding on all parties.
SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASESeverance and Settlement Agreement and Release • February 2nd, 2007 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Severance and Settlement Agreement and Release (the “Agreement”) is entered into by and between Analogic Corporation (the “Company”) and John W. Wood Jr. (“Mr. Wood”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2015, by and between Mark Frost (“Executive”) and Analogic Corporation (the “Company”).
ANALOGIC CORPORATION Restricted Stock Unit Agreement [Insert Performance Metric]Restricted Stock Unit Agreement • September 19th, 2016 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts Corporation, and the Participant.
GUARANTYGuaranty • October 12th, 2011 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
GUARANTY, dated as of October 11, 2011 by ANA/DVENTURE 3 CORPORATION, a Massachusetts corporation (the “Guarantor”), in favor of (a) Sovereign Bank as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself, the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to that certain Credit Agreement dated as of the date hereof (as amended and in effect from time to time, the “Credit Agreement”), among ANALOGIC CORPORATION, a Massachusetts corporation (the “Borrower”), the Lenders, the Administrative Agent, Sovereign Bank as L/C Issuer and TD Bank, N.A. as Documentation Agent and the other Secured Parties (as such term is defined in the Credit Agreement), and (b) each of the Secured Parties.
Via Federal Express April 20, 2007 Mr. James Green 1684 Oakcottage Court Thousand Oaks, CA 91361 Dear Jim:Analogic Corp • May 7th, 2007 • Instruments for meas & testing of electricity & elec signals • Massachusetts
We are delighted to offer you the position of President and Chief Executive Officer (CEO) of Analogic Corporation (Analogic). We are excited about the prospect of your joining Analogic and look forward to your vision and leadership in guiding our Company to achieve its goals.
ANALOGIC CORPORATION Nonstatutory Stock Option Agreement Amended and Restated 2009 Stock Incentive PlanStock Option Agreement • September 13th, 2013 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Nonstatutory Stock Option Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts corporation, and the Participant.
ANALOGIC CORPORATION Restricted Stock Unit Agreement (Time-based Vesting with Double Trigger) Amended and Restated 2009 Stock Incentive PlanRestricted Stock Unit Agreement • March 12th, 2013 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “Company”), a Massachusetts corporation, and the Participant.
SEVERANCE AGREEMENTSeverance Agreement • March 13th, 2017 • Analogic Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
This SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2017 by and between James Ryan (“Executive”) and Analogic Corporation (the “Company”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 2nd, 2007 • Analogic Corp • Instruments for meas & testing of electricity & elec signals
For good and valuable consideration, receipt of which is hereby acknowledged, Analogic Corporation, a Massachusetts Corporation (hereinafter called the “Company”), does hereby grant to [Name of Grantee] of [City, State, Zip] (hereinafter called the “Participant”) an option designated as an “[Incentive/Non-Qualified] Stock Option” to purchase [Amount] Shares of Common Stock pursuant to the Company’s 2007 Stock Option Plan (hereinafter called the “Plan”). A copy of the Plan is attached as Exhibit A to the Plan Prospectus annexed hereto, and is incorporated herein in its entirety by reference. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Plan.
