AMONGAsset Purchase Agreement • August 7th, 2003 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALS:Supply Agreement • November 5th, 2002 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.1 FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Fifth Amendment, dated as of June __, 2000, is made by and between MEDAMICUS, INC., a Minnesota corporation (the "Borrower") and WELLS FARGO CREDIT, INC. f/k/a Norwest Credit, Inc., a...Credit and Security Agreement • July 31st, 2000 • Medamicus Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 31st day of January, 2000 by and between JAMES JAGODZINSKI d/b/a JAGODZINSKI PROPERTIES ("Landlord") and MEDAMICUS, INC., a Minnesota corporation ("Tenant"); WITNESSETH THAT: 1. DEFINITIONS....Lease Agreement • May 11th, 2000 • Medamicus Inc • Surgical & medical instruments & apparatus
REVOLVING NOTE $2,500,000 Minneapolis, Minnesota June __, 2000Revolving Note • July 31st, 2000 • Medamicus Inc • Surgical & medical instruments & apparatus
This Note is issued in replacement of and in substitution for, but not in payment of, that certain Revolving Note of the Borrower dated April 29, 1999, payable to the order of the Lender in the principal amount of $2,000,000.
AMONGAsset Purchase Agreement • April 26th, 2001 • Medamicus Inc • Surgical & medical instruments & apparatus • New York
FORM OF WARRANT TO PURCHASEWarrant Agreement • November 13th, 1996 • Medamicus Inc • Surgical & medical instruments & apparatus
LOGO] WELLS FARGO BANK MINNESOTA, EXHIBIT 10.1 WELLS NATIONAL ASSOCIATION FIRST AMENDMENT FARGO =============================================================== ================= THIS FIRST AMENDMENT (the "First Amendment") dated to be effective as of...Credit Agreement • November 5th, 2002 • Medamicus Inc • Surgical & medical instruments & apparatus
Exhibit 10.1 [LOGO] WELLS FARGO BANK MINNESOTA, WELLS NATIONAL ASSOCIATION CREDIT AGREEMENT FARGO ======================================================== ======================== THIS CREDIT AGREEMENT (the "Agreement") dated as of July 31, 2001 (the...Credit Agreement • October 29th, 2001 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
ADDENDUM NUMBER ONE TO DEVELOPMENT AND LICENSING AGREEMENT for SAFETY "SELDINGER" NEEDLE DEVICE between MED-DESIGN CORPORATION and MEDAMICUS, INC.Development and Licensing Agreement • December 3rd, 2001 • Medamicus Inc • Surgical & medical instruments & apparatus
Exhibit 10.3 [LOGO] WELLS FARGO BANK MINNESOTA, WELLS NATIONAL ASSOCIATION ARBITRATION AGREEMENT FARGO =================================================== ============================= Wells Fargo Bank Minnesota, MedAmicus, Inc. National Association...Arbitration Agreement • October 29th, 2001 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2007 • Enpath Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Employment Agreement (“Agreement”) is made and entered as of April 16, 2007 (the “Commencement Date”), between Enpath Medical, Inc., a Minnesota corporation (the “Company”), and Anthony Headley (“Executive”), a resident of Minnesota.
EXHIBIT 10.2 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Third Amendment, dated as of June 17, 1998, is made by and between MEDAMICUS, INC., a Minnesota corporation (the "Borrower"), and NORWEST CREDIT, INC., a Minnesota corporation (the...Credit and Security Agreement • August 7th, 1998 • Medamicus Inc • Surgical & medical instruments & apparatus
LOGO] WELLS FARGO BANK MINNESOTA, EXHIBIT 10.2 WELLS NATIONAL ASSOCIATION REVOLVING NOTE FARGO ========================================================== ======================Revolving Note • November 5th, 2002 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
FOR VALUE RECEIVED, Medamicus, Inc. (the "Borrower") promises to pay to the order of Wells Fargo Bank Minnesota, National Association (the "Bank"), at its principal office or such other address as the Bank or holder may designate from time to time, the principal sum of THREE MILLION AND 00/100 DOLLARS ($3,00,000.00) or the amount shown on the Bank's records to be outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year) accruing on the unpaid balance at the annual interest rate defined below. Absent manifest error, the Bank's records will be conclusive evidence of the principal and accrued interest owing hereunder.
SECURITY AGREEMENT DATED: October 17, 2003Security Agreement • November 12th, 2003 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2003 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT (“Agreement”) is entered into as of August 22, 2003 by and between MedAmicus, Inc., a Minnesota corporation (the “Company”), and James Mellor (“Employee”) and will become effective on the Effective Date, as defined in Section 1.
AGREEMENT ON BOARD REPRESENTATIONAgreement on Board Representation • February 23rd, 2006 • Enpath Medical Inc • Surgical & medical instruments & apparatus
This agreement (“Agreement”) is entered into as of the 16th day of February 2006 between Enpath Medical Inc., a Minnesota corporation formerly known as Medamicus, Inc. (“Enpath”), and BIOMEC Inc., an Ohio corporation (“Biomec”).
Enpath Medical, Inc. May 17, 2007Merger Agreement • May 17th, 2007 • Enpath Medical, Inc. • Surgical & medical instruments & apparatus
As previously announced, Enpath Medical, Inc. (“Enpath” or the “Company”) has entered into an Agreement and Plan of Merger dated April 28, 2007 (“Merger Agreement”) with Greatbatch Ltd. (“Limited”) and Chestnut Acquisition Corporation (“Purchaser”), a wholly-owned subsidiary of Limited. Limited is an indirect, wholly-owned subsidiary of Greatbatch, Inc. (“Greatbatch”). Pursuant to the Merger Agreement, Greatbatch, through Purchaser, has commenced a tender offer (the “Offer”) for the purchase of all outstanding shares of Enpath common stock at $14.38 in cash per share. Following completion of the Offer, the Merger Agreement provides for the merger of Purchaser with and into Enpath (the “Merger”). As a result, Enpath will become an indirect wholly-owned subsidiary of Greatbatch and each then outstanding share of Enpath common stock will be cancelled in exchange for the right to receive $14.38 in cash per share, without interest and less any required withholding taxes.
M&I Marshall & Ilsley BankRevolving Credit and Term Loan Agreement • October 28th, 2004 • Enpath Medical Inc • Surgical & medical instruments & apparatus
LETTER AMENDMENT No. 7Revolving Credit and Term Loan Agreement • May 7th, 2007 • Enpath Medical, Inc. • Surgical & medical instruments & apparatus
We refer to the Revolving Credit and Term Loan Agreement dated as of October 17, 2003, as amended (the “Credit Agreement”) between you and us (under our former name of MedAmicus, Inc.). Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this letter amendment as defined in the Credit Agreement.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus • Minnesota
The Company’s 1999 Incentive Stock Option Plan (“Plan”), as amended through October 23, 2003, was created for the purpose of encouraging ownership of shares of the Common Stock of the Company (“Common Shares”) by key employees. The option is intended to qualify as an incentive stock option under Section 422A of the Internal Revenue Code of 1986, as amended.
LEASE AGREEMENTLease Agreement • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT, made this 31st day of January, 2004 by and between JAMES JAGODZINSKI d/b/a JAGODZINSKI PROPERTIES (“Landlord”) and Enpath Medical, Inc.; a Minnesota corporation (“Tenant”);
LETTER AMENDMENT No. 2Revolving Credit and Term Loan Agreement • August 3rd, 2004 • Enpath Medical Inc • Surgical & medical instruments & apparatus
STANDARD COMMERCIAL LEASECommercial Lease • August 11th, 2006 • Enpath Medical Inc • Surgical & medical instruments & apparatus
ASSIGNMENT OF LEASEAssignment of Lease • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This Assignment relates to the tenant’s interest under that certain lease (the “Lease”) originally entered into June 15, 1998, between Principal Mutual Life Insurance Company (“Principal”), as landlord, and R.F. Machining, Inc., a Minnesota corporation (“R.F. Machining”), as tenant, by which the premises therein (commonly described as 13,548 square feet of net rentable area located at 7448 West 78th Street, Bloomington, Minnesota, and more particularly described in the Lease (the “Leased Premises”)) were demised for a term commencing on June 1, 1998, and ending on May 31, 2005. (The Lease was subsequently amended to increase the size of the Premises and to change the termination date of the Lease to December 31, 2008.) The landlord’s interest under the Lease is presently held by Lakeland Industrial, LLC, a Delaware limited liability company (“Landlord”), and the tenant’s interest under the Lease is presently held by BIOMEC Cardiovascular Inc., a Minnesota corporation (“Tenant”).
ENPATH MEDICAL, INC.Non-Employee Director and Medical Advisory Board Stock Option Agreement • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus • Minnesota
Pursuant to the Company’s 1999 Non-Employee Director and Medical Advisory Board Stock Option Plan (“Plan”), adopted in July 1999, for the purpose of encouraging ownership of shares of the Common Stock of the Company (“Common Shares”) by Non-Employee Directors and Medical Advisory Board Members (as defined in the Plan), the Company desires to afford Optionee an option to purchase Common Shares. This option does not qualify as an incentive stock option under Section 422A of the Internal Revenue Code of 1986, as amended.
LETTER AMENDMENT No. 1Revolving Credit and Term Loan Agreement • March 24th, 2004 • Enpath Medical Inc • Surgical & medical instruments & apparatus
We refer to the Revolving Credit and Term Loan Agreement dated as of October 17, 2003 (the "Credit Agreement") between you and us (under our former name of MedAmicus, Inc.). Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this letter amendment as defined in the Credit Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 30th, 2007 • Enpath Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
AGREEMENT AND PLAN OF MERGER (“Merger Agreement” or “Agreement”) dated as of April 28, 2007, by and among ENPATH MEDICAL, INC. (“Enpath”) , a Minnesota corporation having its principal executive office at 2300 Berkshire Lane North, Minneapolis, Minnesota, 55441, GREATBATCH, LTD. (“Purchaser”), a New York corporation having its principal executive office at 9645 Wehrle Drive, Clarence, New York 14031; CHESTNUT ACQUISITION CORPORATION (“Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Purchaser having its offices at 9645 Wehrle Drive, Clarence, New York 14031.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus
This Amendment to Asset Purchase Agreement (the “Amendment”) is entered into as of this 14th day of March, 2005 among Enpath Medical Inc., a Minnesota corporation formerly known as Medamicus, Inc. (“Buyer”), Enpath Lead Technologies, Inc., a Minnesota corporation formerly known as Medacquisition, Inc. and a wholly-owned subsidiary of Buyer (“Acquisition Sub”), BIOMEC Inc., an Ohio corporation (“Parent”)and BIOMEC Technology Inc., a Minnesota corporation formerly known as BIOMEC Cardiovascular Inc. (“Subsidiary”).
Letter AgreementAsset Purchase Agreement Amendment • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus
This letter agreement is entered into as of this 15th day of March 2005 among Enpath Medical, Inc., a Minnesota corporation formerly known as Medamicus, Inc. (“Enpath”), BIOMEC Inc., an Ohio corporation (“BIOMEC”) and BIOMEC Technology Inc., a Minnesota corporation formerly known as BIOMEC Cardiovascular Inc. (“Subsidiary”) to document the agreement and understanding of the parties. Enpath, BIOMEC and Subsidiary agree as follows:
AGREEMENT ON BOARD REPRESENTATIONAgreement on Board Representation • March 20th, 2006 • Enpath Medical Inc • Surgical & medical instruments & apparatus
This agreement (“Agreement”) is entered into as of the 16th day of February 2006 between Enpath Medical Inc., a Minnesota corporation formerly known as Medamicus, Inc. (“Enpath”), and BIOMEC Inc., an Ohio corporation (“Biomec”).
LETTER AMENDMENT No. 6Revolving Credit and Term Loan Agreement • March 19th, 2007 • Enpath Medical, Inc. • Surgical & medical instruments & apparatus
We refer to the Revolving Credit and Term Loan Agreement dated as of October 17, 2003, as amended (the “Credit Agreement”) between you and us (under our former name of MedAmicus, Inc.). Unless otherwise defined in this letter amendment, terms defined in the Credit Agreement are used in this letter amendment as defined in the Credit Agreement.
THIRD PARTY SECURITY AGREEMENT DATED: October 17, 2003Security Agreement • November 12th, 2003 • Medamicus Inc • Surgical & medical instruments & apparatus • Minnesota
LETTER AMENDMENT No. 4Revolving Credit and Term Loan Agreement • May 8th, 2006 • Enpath Medical Inc • Surgical & medical instruments & apparatus
February 9, 2005 Enpath Medical, Inc. Attn: Mike Erdmann 15301 Highway 55 West Minneapolis, MN 55447Revolving Credit and Term Loan Agreement • March 24th, 2005 • Enpath Medical Inc • Surgical & medical instruments & apparatus
Pursuant to the provisions of Section 5.1(f) of the Revolving Credit And Term Loan Agreement (the “Loan Agreement”) dated October 17, 2003, the Borrower agreed it would maintain Tangible Net Worth of not less than $10,000,000 at December 31, 2004.
