Astro Med Inc /New/ Sample Contracts

Contact: Albert W. Ondis Joseph P. O'Connell August 17, 2004 Astro-Med, Inc. (401) 828-4000
Astro Med Inc /New/ • August 18th, 2004 • Computer peripheral equipment, nec
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DATED AS OF
Asset Purchase Agreement • December 29th, 1999 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island
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CREDIT AGREEMENT
Credit Agreement • December 10th, 2014 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Massachusetts

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of September 5, 2014, by and between ASTRO-MED, INC., a Rhode Island corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2020 among ASTRONOVA, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors and BANK OF AMERICA, N.A., as the Lender
Credit Agreement • September 9th, 2020 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 30, 2020, among ASTRONOVA, INC., a Rhode Island corporation (the “Borrower”), the Guarantors (defined herein), and BANK OF AMERICA, N.A., as the Lender (the “Lender”).

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AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • August 5th, 2020 • AstroNova, Inc. • Computer peripheral equipment, nec

Please be advised that pursuant to the Amended and Restated Security and Pledge Agreement dated as of July [__], 2020 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as lender (the “Lender”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Lender for the ratable benefit of the Secured Parties.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 9th, 2021 • AstroNova, Inc. • Computer peripheral equipment, nec • Rhode Island

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [DATE] between AstroNova, Inc., a Rhode Island corporation (the “Company”), and [NAME] (the “Indemnitee”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 6th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

This CREDIT AGREEMENT is entered into as of February 28, 2017, as amended on September 28, 2017 and November 30, 2017, among ASTRONOVA, INC., a Rhode Island corporation (the “U.S. Borrower” or the “Company”), the Guarantors (defined herein), ANI APS, a Danish private limited liability company (the “Danish Borrower” and together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), and BANK OF AMERICA, N.A., as the Lender.

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ASTRONOVA, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 10th, 2019 • AstroNova, Inc. • Computer peripheral equipment, nec

This Restricted Stock Agreement (“Agreement”) is made and entered into as of __________ (the “Grant Date”), by and between AstroNova, Inc. (the “Company”), and __________ (the “Recipient”) pursuant to the Company’s Amended and Restated Non-Employee Director Annual Compensation Program (the “Program”). This Agreement is and shall be subject in every respect to the provisions of the Company’s 2018 Equity Incentive Plan, as amended from time to time (the “Plan”) and the Program. The Program and the Plan are incorporated herein by reference and made a part hereof. The Recipient acknowledges that this Agreement shall be subject to all the terms and provisions of the Plan and the Program and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan and/or Program, the terms of the Plan and/or Program shall prevail, and (b) all decisions under and interpretations of the Plan or Program by the Board or the Committee shall be final, binding and conclusive upon

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ASTRO-MED, INC. EQUITY INCENTIVE AWARD AGREEMENT
Equity Incentive Award Agreement • April 8th, 2015 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

This Equity Incentive Award Agreement (this “Agreement”) is made as of November 24, 2014 (the “Effective Date”) by and between Astro-Med, Inc., a Rhode Island corporation (the “Company” or “we”), and Gregory A. Woods (“Executive” or “you”).

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ASTRONOVA, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 13th, 2016 • AstroNova, Inc. • Computer peripheral equipment, nec

This Restricted Stock Agreement (“Agreement”) is made and entered into as of (the “Grant Date”), by and between AstroNova, Inc. (the “Company”), and (the “Recipient”). This Agreement is and shall be subject in every respect to the provisions of the Company’s 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient acknowledges that this Agreement shall be subject to all the terms and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and legal representatives.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 9th, 2020 • AstroNova, Inc. • Computer peripheral equipment, nec • Rhode Island

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is effective as of September 8th, 2020 (the “Effective Date”) by and between AstroNova, Inc., a Rhode Island corporation (the “Company”), and David S. Smith (the “Executive”).

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ASTRONOVA, INC. STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • May 5th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec • Rhode Island

This Stock Repurchase Agreement (this “Agreement”) is made as of May 1, 2017, by and among AstroNova, Inc., a Rhode Island corporation (the “Company”), and the trust established by Albert W. Ondis by Declaration of Trust dated December 4, 2003, as amended (the “Selling Shareholder”).

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AMENDMENT NO. 1 to GENERAL MANAGER EMPLOYMENT CONTRACT
General Manager Employment Contract • March 26th, 2019 • AstroNova, Inc. • Computer peripheral equipment, nec

This Amendment No. 1 to General Manager Employment Contract (this “Amendment”) is entered into as of March 21, 2019 between AstroNova, Inc., a Rhode Island corporation formerly known as Astro-Med, Inc. (the “Company”), on behalf of itself and AstroNova GmbH, a German Gesellschaft mit beschränkter Haftung and wholly owned subsidiary of the Company, and Michael Morawetz (the “General Manager”).

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ASTRONOVA, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 13th, 2016 • AstroNova, Inc. • Computer peripheral equipment, nec

This Restricted Stock Agreement (“Agreement”) is made and entered into as of (the “Grant Date”), by and between AstroNova, Inc. (the “Company”), and (the “Recipient”) pursuant to the Company’s Non-Employee Director Annual Compensation Program (the “Program”). This Agreement is and shall be subject in every respect to the provisions of the Company’s 2015 Equity Incentive Plan, as amended from time to time (the “Plan”) and the Program. The Program and the Plan are incorporated herein by reference and made a part hereof. The Recipient acknowledges that this Agreement shall be subject to all the terms and provisions of the Plan and the Program and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan and/or Program, the terms of the Plan and/or Program shall prevail, and (b) all decisions under and interpretations of the Plan or Program by the Board or the Committee shall be final, binding and conclusive upon the Recipient and his or her heirs and lega

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ASTRONOVA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 4th, 2018 • AstroNova, Inc. • Computer peripheral equipment, nec

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of (the “Grant Date”) by and between AstroNova, Inc. (the “Company”) and (the “Grantee”). Any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan (as defined herein).

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ASSET PURCHASE AGREEMENT BY AND BETWEEN ASTRO-MED, INC. AND MILTOPE CORPORATION DATED AS OF JANUARY 11, 2014
Asset Purchase Agreement • January 23rd, 2014 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 11, 2014 (the “Agreement Date”) by and among, Astro-Med, Inc., a Rhode Island corporation (“Purchaser”) and Miltope Corporation, an Alabama corporation (the “Seller”). The Purchaser and the Seller are sometimes referred to collectively herein as the “Parties” or individually as a “Party.” The Parties agree as follows:

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 4th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 28, 2017, is by and among ASTRONOVA, INC., a Rhode Island corporation (the “U.S. Borrower”), ANI APS, a Danish private limited liability company (“Danish Borrower” and together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), and TROJAN LABEL APS, a Danish private limited liability company (“Foreign Guarantor”), and BANK OF AMERICA, N.A., as Lender (the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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Global Banking & Markets RI1-536-10-01 Providence, RI 02903 December 3, 2020 AstroNova, Inc. West Warwick, RI 02893 Attention: David Smith, Chief Financial Officer Email: dsmith@astronovainc.com Ladies and Gentlemen:
AstroNova, Inc. • December 9th, 2020 • Computer peripheral equipment, nec

Reference is made to that certain Credit Agreement dated July 30, 2020 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”) by and among Astronova, Inc., a Rhode Island corporation (the “Borrower”), the Guarantors party thereto from time to time, and Bank of America, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

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LOAN AGREEMENT
Loan Agreement • June 26th, 2020 • AstroNova, Inc. • Computer peripheral equipment, nec • Rhode Island

THIS LOAN AGREEMENT (this “Agreement”) is made effective as of the date set forth below by and between ASTRONOVA, INC., a Rhode Island Corporation with an address of 600 East Greenwich Avenue, West Warwick, Rhode Island, 02893-7526 (the “Borrower”) and Greenwood Credit Union, 2669 Post Road, Warwick, Rhode Island 02886, (the “Lender”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 4th, 2013 • Astro Med Inc /New/ • Computer peripheral equipment, nec • California

This Transition Services Agreement (the “Agreement”) is made and entered into as of January 5, 2013 (the “Agreement Date”) and shall be effective as of the Closing Date (as such term is defined in the Purchase Agreement) (except with respect to the parties’ obligations in connection with items 11 and 12 of Annex B-1 hereto, which the parties acknowledge and agree shall take effect as of the Agreement Date), by and between Natus Medical Incorporated, a Delaware corporation (“Natus”), and Astro-Med, Inc., a Rhode Island corporation (“Seller”).

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LIBOR TRANSITION AMENDMENT
Libor Transition Amendment • April 18th, 2022 • AstroNova, Inc. • Computer peripheral equipment, nec

THIS LIBOR TRANSITION AMENDMENT (this “Amendment”), dated as of December 14, 2021 (the “Amendment Effective Date”), is entered into among ASTRONOVA, INC., a Rhode Island corporation (the “Borrower”), and BANK OF AMERICA, N.A., as lender (the “Lender”).

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Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. TRANSITIONAL MANAGEMENT AGREEMENT
Management Agreement • May 9th, 2024 • AstroNova, Inc. • Computer peripheral equipment, nec

ASTRONOVA PORTUGAL, UNIPESSOAL, LDA., a private limited company, incorporated under the laws of Portugal with its corporate seat in Avenida Miguel Bombarda, nº 4, 1º, 1000 – 208 Lisbon, registered with the Commercial Registry Office under the sole registration and tax payer number 518 151 719 and with the share capital of EUR 1.000,00, hereby represented by Mr. David S. Smith, in his capacity of Director, hereinafter referred to as “ANI PT”;

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SHARE PURCHASE AGREEMENT by and among ANI APS and THE SELLERS and THE SELLERS’ REPRESENTATIVE dated as of January 7, 2017
Share Purchase Agreement • April 7th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec
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ASTRONOVA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 13th, 2016 • AstroNova, Inc. • Computer peripheral equipment, nec • Rhode Island

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of (the “Grant Date”) by and between AstroNova, Inc. (the “Company”) and (the “Grantee”). Any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan (as defined herein).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 13th, 2021 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 24, 2021 (this “First Amendment”), is among the following: (i) AstroNova, Inc., a Rhode Island corporation (the “Borrower”); (ii) ANI APS, a Danish private liability company (“ANI APS”); (iii) Trojan Label APS, a Danish private liability company (“Trojan Label”, and together with ANI APS, individually, each a “Guarantor” and, collectively, the “Guarantors”); and (iv) Bank of America, N.A. (the “Lender”). Capitalized terms used but not defined in this First Amendment shall have the meanings assigned to such terms in the Credit Agreement (as defined below).

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 10th, 2019 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 9, 2019 (this “Fourth Amendment”), is among the following: (i) AstroNova, Inc., a Rhode Island corporation (the “U.S. Borrower” and the existing “Domestic Guarantor”); (ii) ANI APS, a Danish private liability company (the “Danish Borrower”); Trojan Label APS, a Danish private liability company (the “Foreign Guarantor”); and Bank of America, N.A. (the “Lender”). Capitalized terms used but not defined in this Fourth Amendment shall have the meanings assigned to such terms in the Credit Agreement (as defined below).

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Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. SHARE PURCHASE AGREEMENT for the...
Share Purchase Agreement • May 9th, 2024 • AstroNova, Inc. • Computer peripheral equipment, nec

The Purchaser, the Seller and the Guarantor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

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ASSET PURCHASE AGREEMENT BY AND AMONG NATUS MEDICAL INCORPORATED, ASTRO-MED, INC. AND GRASS TECHNOLOGIES CORPORATION DATED AS OF JANUARY 5, 2013
Asset Purchase Agreement • February 4th, 2013 • Astro Med Inc /New/ • Computer peripheral equipment, nec • California
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RELEASE AND NON-COMPETITION AGREEMENT
Release and Non-Competition Agreement • April 7th, 2014 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

This Release and Noncompetition Agreement (this “Agreement”) is entered into as of February 1, 2014 (the “Effective Date”), by and between Astro-Med, Inc., a Rhode Island corporation (the “Company”) and Everett V. Pizzuti (the “Pizzuti”).

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Bank of America, N.A. RI-536-10-01 Providence, RI 02903 June 22, 2020 AstroNova, Inc. West Warwick, RI 02893 Attention: David Smith, Chief Financial Officer Email: dsmith@astronovainc.com Re: Modifications to Credit Agreement Ladies and Gentlemen:
AstroNova, Inc. • June 26th, 2020 • Computer peripheral equipment, nec

Reference is made to that certain Credit Agreement dated February 28, 2017 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”) by and among Astronova, Inc., a Rhode Island corporation (the “U.S. Borrower”), the Guarantors party thereto from time to time, ANI APS, a Danish private limited liability company (the “Danish Borrower” and together with the US Borrower, the “Borrowers” and each a “Borrower”) and Bank of America, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

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ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ASTRONOVA, INC. AND HONEYWELL INTERNATIONAL INC. SEPTEMBER 28, 2017 License Agreement No. 2017-8072 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION....
Asset Purchase and License Agreement • October 4th, 2017 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) is made this 28th day of September 2017, by and between AstroNova, Inc., a Rhode Island corporation, (“Purchaser”), and Honeywell International Inc., a Delaware corporation (“Seller” and together with the Purchaser, the “Parties” and each a “Party”).

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 9th, 2024 • AstroNova, Inc. • Computer peripheral equipment, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 30, 2020, among ASTRONOVA, INC., a Rhode Island corporation (the “Borrower”), the Guarantors (defined herein), and BANK OF AMERICA, N.A., as the Lender (the “Lender”).

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ASSET PURCHASE AGREEMENT BY AND BETWEEN ASTRO-MED, INC. AND RUGGED INFORMATION TECHNOLOGY EQUIPMENT CORPORATION AND THE SHAREHOLDERS THEREOF DATED AS OF JUNE 18, 2015
Asset Purchase Agreement • April 8th, 2016 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 18th, 2015 (the “Agreement Date”) by and among, Astro-Med, Inc., a Rhode Island corporation (“Purchaser”), Rugged Information Technology Equipment Corporation, a California corporation (the “Seller”) and the Shareholders (as defined herein). The Purchaser, the Seller and the Shareholders are sometimes referred to collectively herein as the “Parties” or individually as a “Party.” The Parties agree as follows:

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ASTRO-MED, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 25th, 2012 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between Astro-Med, Inc. (the “Company”) and [NAME] (the “Grantee”).

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ASTRO-MED, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 4th, 2013 • Astro Med Inc /New/ • Computer peripheral equipment, nec • Rhode Island

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of April 3, 2013 (the “Grant Date”) by and between Astro-Med, Inc. (the “Company”) and (the “Grantee”). Any capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan (as defined herein).

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