ADDENDUM TO DISTRIBUTION AGREEMENT BETWEEN LOUISVILLE BEDDING COMPANY AND SPAN- AMERICA MEDICAL SYSTEMS, INC. JANUARY 1, 2002Distribution Agreement • May 14th, 2002 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
ANDAsset Purchase Agreement • August 14th, 2002 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
DISTRIBUTION AGREEMENT BETWEEN LOUISVILLE BEDDING COMPANY AND SPAN-AMERICA MEDICAL SYSTEMS, INC. March 1, 1999Distribution Agreement • December 22nd, 2000 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • Kentucky
Exhibit 4.1 AMENDMENT NO. 1 TO AMENDED & RESTATED SHAREHOLDER RIGHTS AGREEMENT This Amendment No. 1 (the "Amendment") to the Amended & Restated Shareholder Rights Agreement dated March 24, 2003 (the "Agreement") by and between Span- America Medical...Shareholder Rights Agreement • December 2nd, 2003 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
EXHIBIT 10.1Severance Protection Agreement • May 18th, 2004 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
NON-COMPETITION AGREEMENTNon-Competition Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:
FORM OF TENDER SUPPORT AGREEMENTTender Support Agreement • May 1st, 2017 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of May 1, 2017, is entered into by and among Savaria Corporation, an Alberta corporation (“Parent”), Savaria (SC) Inc., a South Carolina corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule A (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among SAVARIA CORPORATION, SAVARIA (SC) INC. and SPAN-AMERICA MEDICAL SYSTEMS, INC. Dated as of May 1, 2017Merger Agreement • May 1st, 2017 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2017 (this “Agreement”), among Savaria Corporation, an Alberta corporation (“Parent”), Savaria (SC) Inc., a South Carolina corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Span-America Medical Systems, Inc., a South Carolina corporation (the “Company”).
AMENDED & RESTATED STANDSTILL AGREEMENTStandstill Agreement • October 2nd, 2015 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This Amended & Restated Standstill Agreement (this “Agreement”) is made and entered into as of September 28, 2015 between Span-America Medical Systems, Inc., a South Carolina corporation (the “Company”), Anita G. Zucker, as Trustee of The Jerry Zucker Revocable Trust dated March 20, 2007 and as successor-in-interest to Jerry Zucker, deceased (the “Zucker Trustee”), Robert B. Johnston, a natural person residing on The Isle of Palms, South Carolina (“Johnston”) and The InterTech Group, Inc., a South Carolina corporation (“InterTech” and collectively with the Zucker Trustee and Johnston, the “InterTech Parties”) and amends and restates in its entirety that certain Standstill Agreement dated March 1, 2013 between the Company and the InterTech Parties (the “Original Standstill Agreement”). The Company and the InterTech Parties are referred to herein as the “Parties” and each a “Party.”
January 2, 2017 By Electronic & First Class Mail: Savaria Corporation Laval QC H7R 6E9 Canada Attn: Marcel Bourassa, President & CEOConfidentiality, Stand-Still and No-Hire Agreement • May 17th, 2017 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
Savaria Corporation, an Alberta corporation (“Savaria”), in its letter to us dated December 2, 2016, has expressed interest in a potential acquisition (the “Transaction”) of Span-America Medical Systems, Inc., a South Carolina corporation (“Span-America,” “we” or “us”), and Savaria may require access to certain information about Span-America that is non-public, confidential or proprietary in nature. For purposes of this letter agreement (this “Agreement”), Savaria and Span-America are referred to as the “Parties,” and “Representative” means with respect to each Party, any of that Party’s directors, officers, employees, agents, advisors, attorneys, accountants, lenders, bankers, affiliates, consultants or other representatives. Each Party agrees to be responsible for any breach of any provision of this Agreement by any of its Representatives.
COLLECTIVE AGREEMENT BETWEEN:Collective Agreement • May 13th, 2014 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
SEVERANCE PROTECTION AGREEMENT BETWEEN SPAN-AMERICA MEDICAL SYSTEMS, INC. AND MARIE SITTERSeverance Protection Agreement • December 23rd, 2008 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This Severance Protection Agreement (this "Agreement") is made and entered into effective the 1st day of December, 2008, by and between Marie Sitter, an individual (the "Executive"), and Span-America Medical Systems, Inc., a South Carolina corporation (the "Company").
andShareholder Rights Agreement • March 24th, 2003 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
RESIGNATION AGREEMENT This Resignation Agreement (this "Agreement") is hereby entered into as of this 1st day of September, 1996 by and between Span-America Medical Systems, Inc. (the "Company") and Charles B. Mitchell ("Mitchell"). WHEREAS Mitchell...Resignation Agreement • December 20th, 1996 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
ContractRevolving Note • June 11th, 2007 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND IF THE FEDERAL ARBITRATION ACT IS INAPPLICABLE, THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, § 15-48-10, ET. SEQ., CODE OF LAWS OF SOUTH CAROLINA (1976), AS AMENDED.
May 23, 2013 Span-America Medical Systems, Inc.Assignment & Assumption of Distribution Agreement • May 29th, 2013 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
AMENDED PRIVATE LABEL PRODUCT SUPPLY AGREEMENTPrivate Label Product Supply Agreement • December 30th, 2005 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS AMENDED PRIVATE LABEL PRODUCT SUPPLY AGREEMENT (“Agreement”), is made as of the 14th day of September, 2004, replacing and superseding the initial PRIVATE LABEL PRODUCT SUPPLY AGREEMENT made as of December 22, 2003, by and between Hill-Rom Company, Inc. (hereinafter referred to as “Hill-Rom”), an Indiana corporation with an office located at 4349 Corporate Road, Charleston, South Carolina, 29405 and Span-America Medical Systems, Inc., a South Carolina corporation (hereinafter referred to as “Seller”) with its place of business located at Greenville, South Carolina, 29606. This amended Agreement replaces and supersedes the initial Agreement entered on December 22, 2003.
THOMPSON CONTRACT SUPPLY COMPANY LIMITED (hereinafter the "Landlord")Lease Amendment and Extension • December 23rd, 2016 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
UNLIMITED GUARANTYUnlimited Guaranty Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS UNLIMITED GUARANTY AGREEMENT dated December 9, 2011 (the “Guaranty”) is given by Span Medical Products Canada Inc., a British Columbia corporation (the “Guarantor”) to TD Bank, N. A. (successor by merger to Carolina First Bank) (the “Lender”) as a condition of the Loan (defined herein) made by Lender to Span-America Medical Systems, Inc., a South Carolina corporation (the “Borrower”).
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND IF THE FEDERAL ARBITRATION ACT IS INAPPLICABLE, THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, § 15-48-10, ET. SEQ., CODE OF LAWS OF SOUTH CAROLINA (1976), AS AMENDED.Negative Pledge Agreement • June 11th, 2007 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS NEGATIVE PLEDGE AGREEMENT (“Negative Pledge”) is entered into this 5th day of June, 2007, by Span-America Medical Systems, Inc. (“Borrower”) to Carolina First Bank ("Bank").
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • May 17th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”) is effective as of the 4th day of October, 2010 (the “Effective Date”) by and between P.J. Noyes Company, Inc., a New Hampshire corporation, with its principal offices located at 89 Bridge Street, Lancaster, New Hampshire 03584 (“LICENSOR”) and Span-America Medical Systems, Inc., a South Carolina corporation, with its principal offices located at 70 Commerce Center, Greenville, South Carolina 29615 (“LICENSEE”).
AMENDMENT NO. 1 TO LICENSE AND DISTIBUTION AGREEMENTLicense and Distribution Agreement • February 8th, 2016 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT NO. 1 (“Amendment”), effective this 1st day of February, 2016 (the “Amendment Effective Date”), is entered into by and between NIPRO CONSUMER HEALTHCARE, INC., d/b/a P.J. NOYES COMPANY, a New Hampshire corporation, with its principal offices located at 89 Bridge Street, Lancaster, New Hampshire 03584 (“LICENSOR”), and Span-America Medical Systems, Inc., a South Carolina corporation, with its principal offices located at 70 Commerce Center, Greenville, South Carolina 29615 (“LICENSEE”) Licensor and Licensee are hereinafter individually referred to as “Party” and collectively as the “Parties.
ContractRevolving Note • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND IF THE FEDERAL ARBITRATION ACT IS INAPPLICABLE, THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, § 15-48-10, ET. SEQ., CODE OF LAWS OF SOUTH CAROLINA (1976), AS AMENDED.
LOAN AGREEMENTLoan Agreement • June 11th, 2007 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS LOAN AGREEMENT (the “Loan Agreement” or “Agreement”) is made and entered into on the 5th day of June, 2007, by and between Carolina First Bank, a South Carolina banking corporation (“Lender”), and Span-America Medical Systems, Inc., a South Carolina corporation (“Borrower”) (collectively, the “Parties” and each a “Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 2nd, 2015 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This Stock Purchase Agreement (the “Agreement”) is entered into as of September 28, 2015 by and between Span-America Medical Systems, Inc., a South Carolina corporation (“Buyer”), and Anita G. Zucker, as Trustee of The Jerry Zucker Revocable Trust dated March 20, 2007 and as successor-in-interest to Jerry Zucker, deceased (the “Zucker Trustee”), and Robert B. Johnston, a natural person residing on The Isle of Palms, South Carolina (“Johnston” and collectively with the Zucker Trustee, the “Sellers” and each a “Seller”).
COLLECTIVE AGREEMENT BETWEEN:Collective Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
ASSET PURCHASE AGREEMENT by and among SPAN MEDICAL PRODUCTS CANADA INC. SPAN- AMERICA MEDICAL SYSTEMS, INC. AND THOMPSON CONTRACT SUPPLY COMPANY LIMITED, RALPH THOMPSON Dated as of December 9, 2011Asset Purchase Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
This Asset Purchase Agreement (the “Agreement”) is entered into as of December 9, 2011 by and between Span Medical Products Canada Inc., a British Columbia corporation (“Purchaser”), Span-America Medical Systems, Inc., a South Carolina corporation (“Parent”), M.C. Healthcare Products Inc., an Ontario corporation (the “Company”), Thompson Contract Supply Company Limited, an Ontario corporation (“TCSC”), and Ralph Thompson, a natural person residing in Ontario, Canada (“Thompson”, or along with TCSC, an “Owner” and collectively with TCSC, the “Owners”). The Company and the Owners are sometimes referred to in this Agreement as the “Sellers.”
STATE OF SOUTH CAROLINA ) COUNTY OF GREENVILLE ) NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS NEGATIVE PLEDGE AGREEMENT (“Negative Pledge”) is entered into this 9th day of December 2011, by Span-America Medical Systems, Inc. (the “Borrower”) to TD Bank, N.A., successor by merger to Carolina First Bank (the "Lender").
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Loan Agreement” or “Agreement”) is made and entered into on the 9th day of December, 2011, by and between TD Bank, a national association (“Lender”), Span-America Medical Systems, Inc., a South Carolina corporation (“Borrower”), and Span Medical Products Canada Inc., a British Columbia corporation (the “Guarantor” and collectively Lender and Borrower, the “Parties” and each a “Party”).
RECITALSProduction, Marketing and Product Development Support Agreement • August 14th, 2002 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • May 1st, 2017 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This STOCK OPTION CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2017, by and between the undersigned individual optionee (the “Optionee”) and Span-America Medical Systems, Inc., a South Carolina corporation (the “Company”).
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Agreement • June 1st, 2015 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
THIS FIRST AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is executed to be effective as of the 27th day of May, 2015, by and between TD Bank, N.A., a National Association (together with its successors and assigns, the “Lender”); Span-America Medical Systems, Inc., a South Carolina corporation (the “Borrower”) and Span Medical Products Canada Inc., a British Columbia corporation (the “Guarantor”) (Borrower and Guarantor, each an “Obligor” and collectively, the “Obligors”) (Lender and Obligors, each a “Party” and collectively, the “Parties”).
PILLOWTEX CORPORATION 4111 Mint Way Dallas, Texas 75237-1605 214/333-3225, FAX 214/330-6016 October 22, 1996 VIA FEDERAL EXPRESS Mr. Jim Ferguson Span America Medical Systems, Inc. 70 Commerce Center Greenville, South Carolina 29615 RE: LICENSE AND...License and Distribution Agreement • December 20th, 1996 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies
LEASE B E T W E E N: Thompson Contract Supply Company Limited (the “Landlord”) and Span Medical Products Canada Inc. (the “Tenant”)Lease • December 15th, 2011 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
THIS LEASE, dated December 9, 2011, is made by the Landlord and the Tenant, in consideration of the rents, covenants and agreements contained in this Lease, who covenant and agree as follows:
SEVERANCE PROTECTION AGREEMENT BETWEEN SPAN-AMERICA MEDICAL SYSTEMS, INC. AND JAMES D. FERGUSONSeverance Protection Agreement • December 23rd, 2002 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies • South Carolina
This Severance Protection Agreement (this “Agreement”) is made and entered into effective the 25th day of July, 2002, by and between James D. Ferguson, an individual (the “Executive”), and Span-America Medical Systems, Inc., a South Carolina corporation (the “Company”).
