LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is dated as of January ___, 1996, and entered into by and between EDITEK, INC., a Delaware corporation, PSYCHIATRIC DIAGNOSTIC LABORATORIES OF AMERICA, INC., a Delaware corporation, and...Loan and Security Agreement • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances • Illinois
Exhibit 10.43 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated January 1, 1997, by and between MEDTOX Scientific, Inc., a corporation (the "Company") and Richard J. Braun a resident of Minnesota ("Executive"). WHEREAS, the Company desires to employ...Employment Agreement • March 31st, 1998 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
Exhibit 10.52 PURCHASE AND SALE AGREEMENT by and between PHL-OPCO, LP, a Delaware limited partnership, as Seller,Purchase and Sale Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
ANDRights Agreement • September 21st, 1998 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.51 STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of the 31st day of July, 2000, between MEDTOX Scientific, Inc., a Delaware corporation (the "Company") and each of the persons listed on Schedule 1 to this Agreement...Stock Purchase Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
Exhibit 10.44 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated January 1, 2000 by and between MEDTOX Scientific, Inc., a corporation (the "Company") and Richard J. Braun a resident of Minnesota ("Executive"). WHEREAS, the Company desires to employ Executive...Employment Agreement • March 28th, 2000 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
LEASELease • May 14th, 2001 • Medtox Scientific Inc • Services-medical laboratories • North Carolina
RECITALSRegistration Rights Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
RECITALSSeverance Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
EXHIBIT 10.41 AGREEMENT dated as of March 17, 1997 between Harry G. McCoy ("McCoy") and EDITEK, Inc. WHEREAS, EDITEK, is the owner of all the outstanding shares of MedTox Laboratories, Inc., including the name of "MedTox"; and WHEREAS, upon EDITEK's...Assignment Agreement • March 21st, 1997 • Editek Inc • In vitro & in vivo diagnostic substances
WHEREAS, upon EDITEK's acquisition of MedTox Laboratories, Inc.'s assets, McCoy reserved rights to the name "MedTox" in certain events; and
AMENDMENT AGREEMENT AGREEMENT dated as of January 2, 1996 between EDITEK, Inc. ("Purchaser") and MedTox Laboratories, Inc. ("Seller"). WITNESSETH: WHEREAS, Seller and Purchaser are parties to a certain Asset Purchase Agreement dated July 1, 1995 (the...Asset Purchase Agreement • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances • New York
TERM NOTE BTerm Note • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances
This Note is a Term Note referred to in subsection 2.1(E) of the Loan Agreement and is issued to evidence the Term Loan B made to the Borrowers by the Lender pursuant to the provisions of the Loan Agreement, to which reference is hereby made for a statement of the terms, conditions and covenants under which the loan evidenced hereby was made and is to be repaid, including, but not limited to, those related to the mandatory prepayment of the principal hereof and the acceleration of the indebtedness represented hereby upon the occurrence of an Event of Default or upon the termination of the financing of which this Note is part pursuant to the Loan Agreement. Payment of this Note is secured, inter alia, by the Collateral.
Exhibit 4.5 NON-TRANSFERABLE WARRANT TO PURCHASE COMMON STOCK _______ Shares of Common Stock of MEDTOX Scientific, Inc.Warrant Agreement • November 14th, 2001 • Medtox Scientific Inc • Services-medical laboratories
Exhibit 10.53 Record and return to: Principal Life Insurance Company 801 Grand Avenue Des Moines, IA 50392-1360 Attn: David L. Graves MORTGAGE AND SECURITY AGREEMENT THE NOTE SECURED BY THIS MORTGAGE CONTAINS AN ADJUSTABLE INTEREST RATE A. THIS...Mortgage and Security Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances
MEDTOX SCIENTIFIC, INC.Subordinated Note • March 28th, 2000 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
BY AND AMONGStock Purchase Agreement • November 8th, 2001 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
Exhibit 10.41 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER This First Amendment to Loan and Security Agreement and Limited Waiver ("Amendment") is dated as of May 1, 1997, and entered into by and between HELLER FINANCIAL, INC....Loan and Security Agreement • August 13th, 1997 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances
WITNESSETH:Second Amendment Agreement • March 21st, 1997 • Editek Inc • In vitro & in vivo diagnostic substances
Exhibit 4.2 NON-TRANSFERABLE WARRANT TO PURCHASE COMMON STOCK _______ Shares of Common Stock of MEDTOX Scientific, Inc.Warrant Agreement • March 28th, 2000 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances
AMENDMENT NO. 1 TO NOVA BUILDING LEASE DATED AS OF MARCH 28, 2001 BY AND BETWEEN SAMUEL C. POWELL AND KAREN G. POWELL ("LANDLORD") AND MEDTOX SCIENTIFIC, INC ("TENANT")Building Lease • May 14th, 2001 • Medtox Scientific Inc • Services-medical laboratories
EXHIBIT 10.40 TERMINATION AND SETTLEMENT AGREEMENT AGREEMENT, dated as of July 3, 1996, by and between EDITEK, Inc., a Delaware corporation (the "Company"), and James D. Skinner ("Skinner"). WHEREAS, the Company and Skinner are parties to an...Termination and Settlement Agreement • March 21st, 1997 • Editek Inc • In vitro & in vivo diagnostic substances • North Carolina
WELLS FARGO CONTINUING GUARANTYContinuing Guaranty • March 17th, 2006 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
AGREEMENT AND PLAN OF MERGER Dated as of June 3, 2012 among Laboratory Corporation of America Holdings, Mercer Acquisition Corp. and MEDTOX Scientific, Inc.Merger Agreement • June 4th, 2012 • Medtox Scientific Inc • Services-medical laboratories
This AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2012 (this “Agreement”), is among Laboratory Corporation of America Holdings, a Delaware corporation (“Parent”), Mercer Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and MEDTOX Scientific, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances • Minnesota
ContractContinuing Security Agreement • December 6th, 2005 • Medtox Scientific Inc • Services-medical laboratories • Delaware
Exhibit 10.4 CONTINUING SECURITY AGREEMENT: RIGHTS TO PAYMENT AND INVENTORY 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned MEDTOX SCIENTIFIC, INC., MEDTOX DIAGNOSTICS, INC. and MEDTOX LABORATORIES, INC., or any of them (“Debtor”), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) a security interest in all accounts, deposit accounts, chattel paper (whether electronic or tangible), instruments, promissory notes, documents, general intangibles, payment intangibles, software, letter of credit rights, health-care insurance receivables and other rights to payment (collectively called “Rights to Payment”), now existing or at any time hereafter, and prior to the termination hereof, arising (whether they arise from the sale, lease or other disposition of inventory or from performance of contracts for service, manufacture, construction, repair or otherwise or from any other source whatsoever), including all securities, guaranties, warra
ContractSecurity Agreement • December 6th, 2005 • Medtox Scientific Inc • Services-medical laboratories • Delaware
Exhibit 10.3 SECURITY AGREEMENT: EQUIPMENT 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned MEDTOX SCIENTIFIC, INC., MEDTOX DIAGNOSTICS, INC. and MEDTOX LABORATORIES, INC., or any of them (“Debtor”), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) a security interest in all goods, tools, machinery, furnishings, furniture and other equipment, now or at any time hereafter, and prior to the termination hereof, owned or acquired by Debtor, wherever located, whether in the possession of Debtor or any other person and whether located on Debtor’s property or elsewhere, and all improvements, replacements, accessions and additions thereto and embedded software included therein (collectively called “Collateral”), together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including wit
ASSIGNMENT FOR SECURITY (Patents)Assignment for Security • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances
CEO EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2012 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
THIS AGREEMENT dated January 1, 2007 by and between MEDTOX Scientific, Inc., a corporation (the "Company") and Richard J. Braun a resident of Minnesota ("Executive").
No. $_______ MEDTOX SCIENTIFIC, INC. 10% SUBORDINATED NOTE DUE 2004 MEDTOX SCIENTIFIC, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), for value received, hereby promises to pay to...10% Subordinated Note • November 14th, 2001 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
WELLS FARGO REVOLVING LINE OF CREDIT NOTE $8,000,000.00 Minneapolis, Minnesota December 1, 2005Revolving Line of Credit Note • December 6th, 2005 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
FOR VALUE RECEIVED, the undersigned MEDTOX SCIENTIFIC, INC., MEDTOX DIAGNOSTICS, INC. and MEDTOX LABORATORIES, INC. (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Minneapolis RCBO, Sixth and Marquette, Minneapolis, MN 55479, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of $8,000,000.00, or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein. 1. DEFINITIONS: As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined: 1.1 “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in Minnesota are authorized or required by law to close. 1.2 “Fixed Rat
Exhibit 10.48 PURCHASE & SALE AGREEMENT THIS AGREEMENT is entered into effective the 27th day of July 2000 by and between Medtox Scientific, Inc., a Delaware corporation ("Buyer"); and NMRO, Inc., a Michigan corporation ("Seller")and ESP Employment...Purchase & Sale Agreement • March 28th, 2001 • Medtox Scientific Inc • In vitro & in vivo diagnostic substances • Minnesota
AMENDMENT NO. 2 TO LEASE DATED AS OF MARCH 5, 1992 BETWEEN MEDTOX LABORATORY, INC., A MINNESOTA CORPORATION ("TENANT") AND PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, (FORMERLY PHOENIX MUTUAL LIFE INSURANCE COMPANY) A NEW YORK CORPORATION ("LANDLORD")Lease Amendment • February 7th, 1996 • Editek Inc • In vitro & in vivo diagnostic substances
ContractCredit and Security Agreement • September 27th, 2004 • Medtox Scientific Inc • Services-medical laboratories
Exhibit 10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment, dated as of September 27, 2004, is made by and between MEDTOX SCIENTIFIC, INC., a Delaware corporation (“Scientific”), MEDTOX LABORATORIES, INC., a Delaware corporation (“Laboratories”), MEDTOX DIAGNOSTICS, INC., a Delaware corporation (“Diagnostics”), and CONSOLIDATED MEDICAL SERVICES, INC., a Delaware corporation (“Consolidated”, and together with Scientific, Laboratories and Diagnostics, collectively, the “Borrowers”, and each a “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation formerly known as Norwest Business Credit, Inc. (the “Lender”). Recitals The Borrowers and the Lender are parties to an Amended and Restated Credit and Security Agreement dated as of May 7, 2001 but effective as of March 31, 2001, as amended by a First Amendment to Amended and Restated Credit and Security Agreement dated as of October 24, 2001, a Second Amendment to Amended and Restat
COMMERCIAL LEASECommercial Lease • May 30th, 2007 • Medtox Scientific Inc • Services-medical laboratories • Minnesota
This indenture of lease, dated this 28th day of July, 2000, by and between St. Paul Properties, Inc., a Delaware Corporation, hereinafter referred to as “Lessor,” and MEDTOX Laboratories, Inc., A Delaware Corporation, hereinafter referred to as “Lessee.”
Wells Fargo Equipment Finance, Inc. 733 Marquette Avenue, Suite 700 MAC N9306-070 Minneapolis, MN 55402 Security AgreementSecurity Agreement • March 31st, 2003 • Medtox Scientific Inc • Services-medical laboratories
Medtox Scientific, Inc. 402 West County Road D St. Paul, MN 55112 Medtox Laboratories, Inc. 402 West County Road D St. Paul, MN 55112 Medtox Diagnostics, Inc. 1238 Anthony Road Burlington, NC 27215
