600,000 Shares Mesa Laboratories, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2020 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • New York
The foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that:
CREDIT AGREEMENT dated as of March 1, 2017 among MESA LABORATORIES, INC., The other Loan Parties Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ___________________________ JPMORGAN CHASE BANK, N.A., as...Credit Agreement • March 2nd, 2017 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control
CREDIT AGREEMENT dated as of March 1, 2017 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among Mesa Laboratories, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • April 5th, 2022 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • New York
Mesa Laboratories, Inc., a Colorado corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, no par value per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000 on the terms set forth in this agreement (this “Agreement”).
MESA LABORATORIES, INC. STOCK OPTION AWARD AGREEMENT (Pursuant to the 2014 Equity Plan) Version 1.3Stock Option Award Agreement • July 30th, 2019 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This Stock Option Award Agreement (“Agreement”) sets forth below the terms and conditions for grants of either incentive or non-qualified stock options by MESA LABORATORIES, INC., a Colorado corporation (the "Company"), pursuant to the Company’s 2014 Equity Plan (“Plan”), to an officer, director, employee or advisor of the Company or a Subsidiary thereof (the "Participant"). The Plan, these terms and conditions, and the grant of stock options under the Plan are administered and approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”).
MESA LABORATORIES, INC. PERFORMANCE SHARE AGREEMENT (Pursuant to the 2014 Equity Plan) Version 1.0Performance Share Agreement • July 30th, 2019 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
Mesa Laboratories, Inc. (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) performance share units over the number of shares of Common Stock, of the Company (the “Shares”) set forth below as the “Target Award” (the “Award”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Agreement, together with Appendix A and the Performance Share Agreement, the “Agreement”). The Award shall settle as Shares, but until such settlement, the Award will be denominated in performance share units. The Shares awarded will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of The Mesa Laboratories, Inc. 2014 Equity Plan (the “Plan”).
MESA LABORATORIES INC. RESTRICTED STOCK UNIT AGREEMENT (Pursuant to the 2014 Equity Plan) Version 1.2; February 4, 2019 (amended October 28, 2020)Restricted Stock Unit Agreement • May 31st, 2022 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
Mesa Laboratories, Inc., a Colorado corporation (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) restricted stock units over the number of shares of Common Stock of the Company (the “Shares”) set forth as the “Award” in accordance with and subject to the terms, conditions and restrictions of this Restricted Stock Unit Agreement (the “Agreement”). The Award shall settle as Shares, but until such settlement, the Award will be denominated in restricted stock units. The Shares awarded will be released to the Recipient on the date set forth below (the “Release Date”) if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of the Mesa Laboratories, Inc. 2014 Equity Plan (the “Plan”).
FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Mesa Laboratories, Inc.Employment Agreement • September 29th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
This First Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on September 29, 2021 (the “Effective Date”) by and between Mesa Laboratories, Inc. (the “Company”) and John Sakys (“Executive”), and amends and restates in its entirety the Executive Employment Agreement between the Executive and the Company dated April 7, 2017.
EXECUTIVE EMPLOYMENT AGREEMENT Mesa Laboratories, Inc.Executive Employment Agreement • September 29th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
This Executive Employment Agreement (the “Agreement”) is entered into on September 29, 2021 (the “Effective Date”) by and between Mesa Laboratories, Inc. (the “Company”) and Brian Archbold (“Executive”).
CREDIT AGREEMENT dated as of February 29, 2012 Between MESA LABORATORIES, INC. as the Borrower and JPMORGAN CHASE BANK, N.A., as the LenderCredit Agreement • March 2nd, 2012 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
CREDIT AGREEMENT dated as of February 29, 2012 by and between MESA LABORATORIES, INC., a Colorado corporation (the “Borrower”) and JPMORGAN CHASE BANK, N.A. (the “Lender”).
ASSET ACQUISITION AGREEMENT BY AND AMONG MESA LABORATORIES, INC., AMEGA SCIENTIFIC CORPORATION AND THE SOLE SHAREHOLDER OF AMEGA SCIENTIFIC CORPORATION November 6, 2013Asset Acquisition Agreement • November 7th, 2013 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This ASSET ACQUISITION AGREEMENT (the “Agreement”) is dated as of November 6, 2013, by and among Mesa Laboratories, Inc., a Colorado corporation (“Mesa”) and Amega Scientific Corporation, a New Jersey corporation (“Amega”). Anthony Amato (the “Sole Shareholder”), who owns all of the common stock of Amega, shall be a party to this Agreement with respect to the representations and warranties, and indemnification obligations in Article IV, Sections 5.4, 5.5 and 5.6. Mesa, Amega and the Sole Shareholder are referred to herein collectively as the “Parties” and each individually as a “Party.”
Mesa Laboratories, Inc. CONFIDENTIALITY, NON-COMPETE, AND NON-SOLICITATION AGREEMENTSolicitation Agreement • July 31st, 2018 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control
This Confidentiality, Non-Compete and Non-Solicitation Agreement is made and entered into as of the day of , 20 by and between Mesa Laboratories, Inc. (“Company”) a Colorado Corporation and (“Employee”).
CHANGE OF CONTROL SEVERANCE AGREEMENT December 1, 2011Change of Control Severance Agreement • December 5th, 2011 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
ContractRestricted Stock Unit Award Agreement • August 30th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.
PURCHASE AGREEMENTPurchase Agreement • May 3rd, 2010 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Montana
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (the “Agreement”), is entered into this 27th day of April, 2010, by and between Surreal, L.L.C., a Montana limited liability company, having an address of 10 Evergreen Drive, Bozeman, MT 59715 (hereinafter “Seller”) and Mesa Laboratories, Inc., a Colorado corporation, with offices at 12100 W. 6th Avenue, Lakewood, CO 80228, or its permitted assigns (hereinafter “Purchaser”). (Purchaser and Seller are hereinafter referred to collectively as the “parties”).
ContractStock Option Award Agreement • August 30th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MESA LABORATORIES, INC., SKY BEARER CORP., AGENA BIOSCIENCE, INC. AND TELEGRAPH HILL PARTNERS MANAGEMENT COMPANY LLC, AS THE SECURITYHOLDERS’ REPRESENTATIVE September 13, 2021Agreement and Plan of Merger • September 14th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Delaware
This Agreement and Plan of Merger is made and entered into as of September 13, 2021 (the “Agreement Date”), by and among Mesa Laboratories, Inc., a Colorado corporation (“Acquiror”), Sky Bearer Corp., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), Agena Bioscience, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 2.5, 2.6, 6.8, Article IX and Article X hereof, the Securityholders’ Representative (as defined in this Agreement). Certain capitalized terms used herein have the respective meanings set forth in Exhibit A.
AMENDMENT NO. 3 Dated as of August 7, 2019 to CREDIT AGREEMENT Dated as of March 1, 2017Credit Agreement • August 12th, 2019 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • New York
THIS AMENDMENT NO. 3 (this “Amendment”) is made as of August 7, 2019 by and among Mesa Laboratories, Inc., a Colorado corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of March 1, 2017 by and among the Borrower, the other Loan Parties from time to time party thereto, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
EXECUTIVE EMPLOYMENT AGREEMENT Mesa Laboratories, Inc.Employment Agreement • April 11th, 2017 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This Executive Employment Agreement (the “Agreement”) is entered into on _________, 2017 (the “Effective Date”) by and between Mesa Laboratories, Inc. (the “Company”) and ____________________ (“Executive”).
FIRST AMENDMENT AND CONSENT CREDIT AGREEMENTConsent Credit Agreement • April 15th, 2014 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control
THIS FIRST AMENDMENT AND CONSENT to Credit Agreement (this “Amendment”) is entered into this 11th day of April 2014, by and between JPMORGAN CHASE BANK, N.A. (“Lender”) and MESA LABORATORIES, INC., a Colorado corporation (“Parent”) and MESA MONITORING, INC., a Colorado corporation (together with Parent, each a “Borrower” and collectively, the “Borrowers”).
ContractStock Unit Award Agreement • October 29th, 2021 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • Colorado
Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 5, 2024 among MESA LABORATORIES, INC., The other Loan Parties Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentAmended and Restated Credit Agreement • April 8th, 2024 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 5, 2024 (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), among MESA LABORATORIES, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SHARE EXCHANGE AGREEMENT BY AND AMONG MESA LABORATORIES, INC., RAVEN BIOLOGICAL LABORATORIES, INC. AND THE RAVEN BIOLOGICAL LABORATORIES, INC. SHAREHOLDERS May 4, 2006Share Exchange Agreement • May 10th, 2006 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This SHARE EXCHANGE AGREEMENT (the “Agreement”) is dated as of May 4, 2006, by and among Mesa Laboratories, Inc., a Colorado corporation (“the Company”), Raven Biological Laboratories, Inc., a Nebraska corporation (“Raven”), and each of the shareholders of Raven (the “Raven Shareholders”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 4th, 2019 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control
STOCK PURCHASE AGREEMENT BY AND AMONG MESA LABORATORIES, INC., DARLENE HARTZE AND JOHN R. GILLIS,Stock Purchase Agreement • May 3rd, 2010 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
STOCK PURCHASE AGREEMENT BY AND BETWEEN MESA LABS CANADA INC., and THE STOCKHOLDERS of 2396081 ONTARIO INC.Stock Purchase Agreement • July 7th, 2015 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Ontario
This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of July 6, 2015, by and between Mesa Labs Canada Inc., a corporation incorporated under the laws of Ontario, Canada (“Mesa”), and the individual(s) (the “Stockholders”) listed on the Stockholders Schedule attached hereto as Exhibit E.
Exhibit (c)(i) STOCK PURCHASE AGREEMENT between LINDA V. MASANO and THOMAS MICHAEL MASANO (as Sellers) and MESA LABORATORIES, INC. a Colorado corporation (as Purchaser) Dated as of December 7, 1999 TABLE OF CONTENTS PAGE RECITALS 1 ARTICLE 1 PURCHASE...Stock Purchase Agreement • December 22nd, 1999 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control
EXECUTIVE EMPLOYMENT AGREEMENT Mesa Laboratories, Inc.Executive Employment Agreement • December 18th, 2012 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This Executive Employment Agreement (the “Agreement”) is entered into on December 14, 2012, 2012 (the “Effective Date”) by and between Mesa Laboratories, Inc. (the “Company”) and (“Executive”).
ASSET ACQUISITION AGREEMENT BY AND AMONG MESA LABORATORIES, INC., NORTH BAY/BIOSCIENCE, LLC AND THE MEMBERS OF NORTH BAY/BIOSCIENCE, LLC August 6, 2015Asset Acquisition Agreement • August 6th, 2015 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This ASSET ACQUISITION AGREEMENT (the “Agreement”) is dated as of August 6, 2015, by and among Mesa Laboratories, Inc., a Colorado corporation (“Mesa”) and North Bay/Bioscience, LLC, a Michigan limited liability company (“NBBS”), Michael E. Kittendorf (“MEK”) and Cynthia D. Kittendorf (“CDK”) (collectively, the “Members”). Mesa, NBBS and the Members are referred to herein collectively as the “Parties” and each individually as a “Party.”
ASSET ACQUISITION AGREEMENT BY AND AMONG MESA LABORATORIES, INC., AND BIOS INTERNATIONAL CORPORATION AND THE BIOS SHAREHOLDERS May 15, 2012Asset Acquisition Agreement • May 21st, 2012 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This ASSET ACQUISITION AGREEMENT (the “Agreement”) is dated as of May 15, 2012, by and among Mesa Laboratories, Inc., a Colorado corporation (“Mesa”) and Bios International Corporation, a New Jersey corporation (“Bios”). Harvey F. Padden (the “Majority Shareholder”), who holds the majority of the common stock of Bios, who shall be a party to this Agreement only with respect to the sale of the Majority Shareholder Patent (as hereinafter defined) and with respect to the indemnification obligations in Sections 5.4, 5.5 and 5.6, and the Bradley Padden 2006 Irrevocable Trust and the Adina Padden 2006 Irrevocable Trust, which each own a minority of the common stock of Bios, shall be a party to this Agreement only with respect to the indemnification obligations in Sections 5.4, 5.5, and 5.6. Mesa and Bios are referred to herein collectively as the “Parties” and each individually as a “Party.”
December 21, 2010 ASSET PURCHASE AGREEMENT by and between APEX LABORATORIES, INC. and MESA LABORATORIES, INC.Asset Purchase Agreement • December 23rd, 2010 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This Asset Purchase Agreement (the “Agreement”) is dated as of December 21, 2010, by and between Apex Laboratories, Inc., a North Carolina corporation (“Seller”) on the one side, and Mesa Laboratories, Inc., a Colorado corporation (“Buyer”) on the other. Joseph P. Dalmasso, the sole shareholder of Seller (“Sole Shareholder”), is a party to this Agreement only with respect to Section 5.2 and Article VI. Buyer, Seller and Sole Shareholder are referred to herein collectively as the “Parties” and each individually as a “Party.”
1.375% Convertible Senior Notes due 2025 Mesa Laboratories, Inc. UNDERWRITING AGREEMENTCredit Agreement • August 12th, 2019 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • New York
The information in this pricing term sheet supplements the preliminary prospectus supplement, dated August 6, 2019 (the “Common Stock Offering Preliminary Prospectus Supplement”), of Mesa Laboratories, Inc. (the “Issuer”), relating to an offering of common stock, no par value per share (the “Common Stock”), of the Issuer (the “Common Stock Offering”), and the preliminary prospectus supplement, dated August 6, 2019 (the “Notes Offering Preliminary Prospectus Supplement,” and, together with the Common Stock Offering Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), of the Issuer, relating to an offering of the Issuer’s 1.375% Convertible Senior Notes due 2025 (the “Notes Offering”). The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplements to the extent inconsistent with the information in the Preliminary Prospectus Supplements. Terms used, but not defined, in this pricing term sheet have the respective mea
ASSET ACQUISITION AGREEMENT BY AND AMONG MESA LABORATORIES, INC., PCD-PROCESS CHALLENGE DEVICES, LLC AND THE MEMBERS OF PCD-PROCESS CHALLENGE DEVICES, LLC OCTOBER 15, 2014Asset Acquisition Agreement • October 15th, 2014 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This ASSET ACQUISITION AGREEMENT (the “Agreement”) is dated as of October 15, 2014, by and among Mesa Laboratories, Inc., a Colorado corporation (“Mesa”) and PCD-Process Challenge Devices, LLC, a California limited liability company (“PCD”). R. Daniel Webster and Dennis Christensen (the “Members”), who own all of the outstanding membership interests of PCD, shall be a party to this Agreement with respect to the representations and warranties, and indemnification obligations in Article IV, Sections 5.4, 5.5 and 5.6. Mesa, PCD and the Members are referred to herein collectively as the “Parties” and each individually as a “Party.”
SHARE PURCHASE AGREEMENT BY AND AMONG MESA LABORATORIES, INC., TEMPSYS, INC. AND THE TEMPSYS, INC. SHAREHOLDERShare Purchase Agreement • November 8th, 2013 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
This SHARE PURCHASE AGREEMENT (the “Agreement”) is dated as of November 6, 2013, by and among Mesa Laboratories, Inc., a Colorado corporation (“Mesa”), TempSys, Inc., a California corporation (“TempSys”), and Robert Yuan, (the “Sole Shareholder”). Mesa, TempSys and the Sole Shareholder are referred to herein collectively as the “Parties” and each individually as a “Party.”
AMENDMENT NO. 2 Dated as of October 5, 2023 to CREDIT AGREEMENT Dated as of March 5, 2021Credit Agreement • November 6th, 2023 • Mesa Laboratories Inc /Co/ • Industrial instruments for measurement, display, and control • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of October 5, 2023 by and among Mesa Laboratories, Inc., a Colorado corporation (the “Borrower”), the other Loan Parties party hereto, the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of March 5, 2021 by and among the Borrower, the other Loan Parties from time to time party thereto, the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).
RESTRICTED STOCK AWARD AGREEMENT MESA LABORATORIES, INC.Restricted Stock Award Agreement • June 11th, 2018 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • Colorado
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the grant date set forth above (the “Date of Grant”), is made by and between Mesa Laboratories, Inc., a Colorado corporation (the “Company”), and the grantee named above (the “Grantee”).
