EXHIBIT 10.31Stock Purchase Agreement • February 9th, 2005 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
Exhibit 10.25 MERIDIAN BIOSCIENCE, INC. SAMPLE NON-QUALIFIED STOCK OPTION AGREEMENT 1. Meridian Bioscience, Inc. hereby grants to the Optionee named below an non-qualified stock option to purchase, in accordance with and subject to the terms and...Non-Qualified Stock Option Agreement • December 20th, 2001 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
Exhibit 10.24 MERIDIAN BIOSCIENCE, INC. SAMPLE INCENTIVE STOCK OPTION AGREEMENT 1. Meridian Bioscience, Inc. hereby grants to the Optionee named below an incentive stock option to purchase, in accordance with and subject to the terms and restrictions...Incentive Stock Option Agreement • December 20th, 2001 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
ANDIndenture • October 24th, 2003 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
EXHIBIT 10.31Stock Purchase Agreement • December 9th, 2005 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
EXHIBIT 10.12 SALARY CONTINUATION AGREEMENT This Agreement, made and entered into this 19th day of January, 1995, by and between Meridian Diagnostics, Inc., a corporation organized and existing under the laws of the State of Ohio, hereinafter referred...Salary Continuation Agreement • December 22nd, 1995 • Meridian Diagnostics Inc • In vitro & in vivo diagnostic substances • Ohio
MERGER AGREEMENTMerger Agreement • September 17th, 1998 • Meridian Diagnostics Inc • In vitro & in vivo diagnostic substances • Ohio
EXHIBIT 10.10 KEATING, MUETHING & KLEKAMP, P.L.L. PROTOTYPE PROFIT SHARING PLAN #001 ADOPTION AGREEMENT (NON-STANDARDIZED) MERIDIAN BIOSCIENCE, INC. SAVINGS AND INVESTMENT PLAN The Plan and Trust consist of: - This Adoption Agreement - The Keating,...Adoption Agreement • December 22nd, 2003 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
AMENDED AND RESTATED REVOLVING NOTERevolving Note • December 13th, 2004 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
MERIDIAN BIOSCIENCE, INC., an Ohio corporation, MERIDIAN BIOSCIENCE CORPORATION an Ohio corporation ("Corp."), OMEGA TECHNOLOGIES, INC., an Ohio corporation ("Omega"), GULL LABORATORIES, INC. a Utah corporation ("Gull"), BIODESIGN INCORPORATED, a Maine corporation and VIRAL ANTIGENS, INC., a Tennessee corporation ("VAI") (collectively and jointly and severally the "Borrowers" and individually a "Borrower"), for value received, hereby promises to pay to the order of FIFTH THIRD BANK (the "Bank") at its offices, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of the United States of America and in immediately available funds, the principal sum of $22,500,000 or such lesser unpaid principal amount as may be advanced by the Bank pursuant to the terms of the Loan and Security Agreement dated September 20,2001 by and among the Borrowers and the Bank, as same may be amended from time to time (the "Agreement"). This Note shall mature and be payable in full on September 15, 20
WITNESSETHProfessional Services Agreement • December 22nd, 2003 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
Exhibit 10.22 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2001 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") dated February 15, 2001 between Meridian Bioscience, Inc., an Ohio corporation ("Meridian") and John A. Kraeutler, who resides at 7445 Meadowland Place, Cincinnati, Ohio...Employment Agreement • December 20th, 2001 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
AMONGMerger Agreement • September 29th, 2000 • Meridian Diagnostics Inc • In vitro & in vivo diagnostic substances • Ohio
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]Credit Agreement • May 31st, 2019 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
THIS CREDIT AGREEMENT (as amended, restated, amended and restated, modified or otherwise supplemented from time to time, this “Agreement”) is dated as of May 24, 2019, and is made by and among MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined) from time to time party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
Meridian Bioscience, Inc., as the Company, U.S. Bank National Association, as Trustee Senior Indenture Dated as of November 29, 2011Senior Indenture • November 29th, 2011 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
* This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
EXHIBIT 10.27 MERIDIAN BIOSCIENCE, INC. INCENTIVE STOCK OPTION AGREEMENT 1. Meridian Bioscience, Inc. hereby grants to the Optionee named below an incentive stock option to purchase, in accordance with and subject to the terms and restrictions of the...Incentive Stock Option Agreement • December 22nd, 2003 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
AGREEMENT AND PLAN OF MERGER by and among MERIDIAN BIOSCIENCE, INC., APM TRUST SHELF 14 LTD. and EXALENZ BIOSCIENCE LTD. Dated as of February 19, 2020Merger Agreement • February 20th, 2020 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2020 by and among Meridian Bioscience, Inc., a company organized under the laws of the State of Ohio (“Parent”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2017 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of October 9, 2017, by and between JOHN P. KENNY (the "Executive") and MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the "Company").
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 7th, 2022 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
This Director Indemnification Agreement, dated as of July __, 2022 (this “Agreement”), is made by and between Meridian Bioscience, Inc., an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is a director of the Company.
EARNOUT AGREEMENTEarnout Agreement • September 29th, 2000 • Meridian Diagnostics Inc • In vitro & in vivo diagnostic substances • Tennessee
Meridian Bioscience, Inc., as the Company, U.S. Bank National Association, as Trustee Subordinated Indenture Dated as of November 29, 2011Subordinated Indenture • November 29th, 2011 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
* This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
50,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT dated as of January 31, 2023 among COLUMBUS HOLDING COMPANY, as Holdings, MADEIRA ACQUISITION CORP., as the Initial Borrower, immediately after giving effect to the Merger, MERIDIAN BIOSCIENCE,...Revolving Credit Facility • February 1st, 2023 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
REVOLVING CREDIT FACILITY CREDIT AGREEMENT dated as of January 31, 2023 (this “Agreement”), among Columbus Holding Company, a Delaware corporation (“Holdings”), Madeira Acquisition Corp., an Ohio corporation (the “Initial Borrower”) and, immediately after the Merger (as defined below) on the Closing Date (as defined in Section 1.01 [Defined Terms]; capitalized terms used but not otherwise defined in this introductory paragraph and in the recitals below shall have the meanings assigned thereto herein), Meridian Bioscience, Inc., an Ohio corporation, as the surviving entity of the Merger (the “Target”), the Lenders party hereto from time to time, and PNC Bank, National Association, as administrative agent for the Lenders.
MERIDIAN BIOSCIENCE, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT TIME-BASED (U.S. EMPLOYEES)Restricted Share Unit Award Agreement • November 29th, 2017 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
Meridian Bioscience, Inc., an Ohio corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2012 Stock Incentive Plan (the “Plan”) and this Restricted Share Unit Award Agreement (the “Agreement”), the following number of Restricted Share Units of the Company (the “Restricted Units”), on the Grant Date set forth below:
TERM LOAN CREDIT AGREEMENT dated as of January 31, 2023 among COLUMBUS HOLDING COMPANY, as Holdings, MADEIRA ACQUISITION CORP., as the Initial Borrower, immediately after giving effect to the Merger, MERIDIAN BIOSCIENCE, INC., as the Borrower, THE...Term Loan Credit Agreement • February 1st, 2023 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
TERM LOAN CREDIT AGREEMENT dated as of January 31, 2023 (this “Agreement”), among Columbus Holding Company, a Delaware corporation (“Holdings”), Madeira Acquisition Corp., an Ohio corporation (the “Initial Borrower”) and, immediately after the Merger (as defined below) on the Initial Closing Date (as defined in Section 1.01; capitalized terms used but not otherwise defined in this introductory paragraph and in the recitals below shall have the meanings assigned thereto herein), Meridian Bioscience, Inc., an Ohio corporation, as the surviving entity of the Merger (the “Target”), the Lenders party hereto from time to time, the Lead Arrangers, the Coordinating Bank and Standard Chartered Bank, as administrative agent for the Lenders.
200,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 29th, 2021 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, modified or otherwise supplemented from time to time, this “Agreement”) is dated as of October 25, 2021, and is made by and among MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined) from time to time party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
MERIDIAN BIOSCIENCE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT PERFORMANCE AWARD (U.S. EMPLOYEES)Restricted Stock Unit Award Agreement • November 29th, 2013 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
Meridian Bioscience, Inc., an Ohio corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2012 Stock Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (the “Agreement”), the following number of units of Restricted Stock of the Company (the “Restricted Units”), on the Grant Date set forth below:
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
This Sixth Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of March 22, 2016, by and among Fifth Third Bank, an Ohio banking corporation (the “Bank”) and Meridian Bioscience, Inc., an Ohio corporation (“Parent” or “Agent”), Meridian Bioscience Corporation, an Ohio corporation (“Corp.”), Omega Technologies, Inc., an Ohio corporation (“Omega”), Meridian Life Science, Inc., a Maine corporation (“MLS”) and Bioline USA, Inc., a Massachusetts corporation (“Bio”) (collectively, the “Borrowers” and individually a “Borrower”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
This Third Amended and Restated Employment Agreement (the "Agreement") dated October 3, 2016 between Meridian Bioscience, Inc., an Ohio corporation ("Meridian") and John A. Kraeutler, Chief Executive Officer ("Kraeutler").
MERIDIAN BIOSCIENCE, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT PERFORMANCE AWARD (U.S. EMPLOYEES)Restricted Share Unit Award Agreement • November 29th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
Meridian Bioscience, Inc., an Ohio corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2012 Stock Incentive Plan (the “Plan”) and this Restricted Share Unit Award Agreement (the “Agreement”), the following number of Restricted Share Units of the Company (the “Restricted Units”), on the Grant Date set forth below:
AGREEMENT AND PLAN OF MERGER by and among SD BIOSENSOR, INC., COLUMBUS HOLDING COMPANY, MADEIRA ACQUISITION CORP., and MERIDIAN BIOSCIENCE, INC. dated as of July 7, 2022Merger Agreement • July 7th, 2022 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 7, 2022 (the “Agreement Date”), by and among, SD Biosensor, Inc., a corporation with limited liability organized under the laws of the Republic of Korea (“SDB”), Columbus Holding Company, a corporation organized under the Laws of Delaware (“Parent”), and Madeira Acquisition Corp., a corporation organized under the Laws of Ohio and a direct wholly owned Subsidiary of Parent (“Merger Sub, and together with SDB and Parent, the “Parent Parties”), on the one hand, and Meridian Bioscience, Inc., a corporation organized under the Laws of Ohio (the “Company”), on the other hand. As the context of this Agreement so requires, each of the Company and each Parent Party may be referred to herein individually as a “Party” and collectively as the “Parties”. Certain capitalized terms used herein have the meanings ascribed thereto in Section 10.2.
Reconciliation and Tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") and IndentureIndenture • September 26th, 2003 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • New York
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 29th, 2017 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
This Seventh Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of February 6, 2017, by and among Fifth Third Bank, an Ohio banking corporation (the “Bank”) and Meridian Bioscience, Inc., an Ohio corporation (“Parent” or “Agent”), Meridian Bioscience Corporation, an Ohio corporation (“Corp.”), Omega Technologies, Inc., an Ohio corporation (“Omega”), Meridian Life Science, Inc., a Maine corporation (“MLS”) and Bioline USA, Inc., a Massachusetts corporation (“Bio”) (collectively, the “Borrowers” and individually a “Borrower”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 9th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”), is effective as of , 2016 between MERIDIAN BIOSCIENCE, INC., an Ohio corporation (the “Company”), and (“Executive”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • February 26th, 2018 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
This Separation Agreement and Release of Claims ("Agreement") is made by and between MERIDIAN BIOSCIENCE, INC. (the "Company"), and RICHARD L. EBERLY ("Executive").
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2015 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
This Amendment No. 2 to Amended and Restated Employment Agreement ("Amendment") dated December 31, 2014 between Meridian Bioscience, Inc., an Ohio corporation ("Meridian") and John A. Kraeutler, Chief Executive Officer ("Kraeutler").
