Standard Contracts
RECITALS --------Voting Agreement • May 4th, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • Missouri
DISTRIBUTION AGREEMENT DATED 12/11/00 THIRD EXTENSION ---------------Distribution Agreement • August 13th, 2004 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER ----------------------------------------------- This Amendment No. 2 to Agreement and Plan of Merger (the "Amendment No. 2") is made as of the 15th day of July, 2005, by and among VALLEY...Agreement and Plan of Merger • July 15th, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus
AMENDMENT NO. 1 TO THE AGREEMENT, DATED AS OF OCTOBER 1, 2004 BETWEEN VALLEY FORGE SCIENTIFIC CORP. AND CODMAN & SHURTLEFF, INC.Agreement • March 16th, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.16 AGREEMENT OF LEASELease Agreement • June 3rd, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania
SYNERGETICS USA, INC. AND Trustee INDENTURE Dated as of •Indenture • August 5th, 2011 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of • between SYNERGETICS USA, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 3845 Corporate Centre Drive, O’Fallon, Missouri 63368, and [_____________], a corporation duly organized and existing under the laws of the State of _________, as Trustee (herein called the “Trustee”).
Exhibit 10.2 ADDENDUM TO COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • February 13th, 2001 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus
RECITALS --------Voting Agreement • May 4th, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania
Exhibit 10.12 AGREEMENT ---------Distribution Agreement • December 28th, 2004 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • New Jersey
AGREEMENT AND PLAN OF MERGER BY AND AMONG VALEANT PHARMACEUTICALS INTERNATIONAL BLUE SUBSIDIARY CORP. AND SYNERGETICS USA, INC. DATED AS OF SEPTEMBER 1, 2015Merger Agreement • September 2nd, 2015 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 1, 2015, is by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Blue Subsidiary Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Synergetics USA, Inc., a Delaware corporation (the “Company”).
RECITALS --------Option Agreement • December 28th, 2004 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10. 2 VALLEY FORGE SCIENTIFIC CORP. STOCK OPTION AGREEMENT PURSUANT TO NON-QUALIFIED STOCK OPTION PLANStock Option Agreement • September 18th, 1998 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania
BY AND AMONGMerger Agreement • May 4th, 2005 • Valley Forge Scientific Corp • Electromedical & electrotherapeutic apparatus • Delaware
CHANGE IN CONTROL AGREEMENT BETWEEN SYNERGETICS USA, INC. AND JASON STROISCHChange in Control Agreement • March 9th, 2011 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
This Change in Control Agreement (this “Agreement”) is made and entered into effective as of August 1, 2010, by and between Jason Stroisch, an individual (the “Executive”), and Synergetics USA, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT is made and entered into to be effective as of the 21st day of September, 2005 by and among Valley Forge Scientific Corp., a Pennsylvania corporation (“VF”), and Kurt W. Gampp, Jr. (the “Employee”).
COMMERCIAL GUARANTYCommercial Guaranty • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower’s indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower’s liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any re
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS COMMERCIAL SECURITY AGREEMENT dated September 30, 2005, is made and executed between SYNERGETICS, INC. (MISSOURI CORPORATION) (“Grantor”) and Union Planters Bank NA (“Lender”).
BOND PURCHASE AGREEMENTBond Purchase Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS BOND PURCHASE AGREEMENT, dated as of December 1, 2004, by and among THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLES COUNTY, MISSOURI, a public corporation organized under the laws of the State of Missouri (the “Issuer”), UNION PLANTERS BANK, N.A., St. Louis, Missouri, a national banking association (the “Purchaser”) and SYNERGETICS DEVELOPMENT COMPANY, L.L.C., a limited liability company organized under the laws of the State of Missouri (the “Obligor”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS BUSINESS LOAN AGREEMENT dated September 30, 2005, is made and executed between SYNERGETICS, INC. (MISSOURI CORPORATION) (“Borrower”) and Union Planters Bank NA (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS COMMERCIAL SECURITY AGREEMENT is entered into between SYNERGETICS, INC., a Missouri Corporation (referred to below as “Grantor”); and Union Planters Bank N.A. (referred to below as “Lender”). For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 1st, 2013 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is made effective as of January 1, 2009 (“Effective Date”) by and between Synergetics IP, Inc., a Delaware corporation having a place of business at 3845 Corporate Centre Drive, O’Fallon, MO 63368 (“Licensor”), and Codman & Shurtleff, Inc., a Massachusetts corporation having a place of business at 325 Paramount Drive, Rayham, MA 08767 (“Licensee”) (collectively, the “Parties”).
AMENDMENT No. 1 TO SUPPLY AGREEMENTSupply Agreement • October 1st, 2013 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT No. 1 TO SUPPLY AGREEMENT (“Amendment No. 1”), dated as of November 28, 2011, is entered into by and between Stryker Corporation, a Michigan corporation, acting through its Instruments Division (“Stryker”) and Synergetics, Inc., a Missouri corporation (“Supplier”).
SYNERGETICS USA, INC. Date of Grant: Employee Restricted Stock Agreement Employee: No. of Shares:Employee Restricted Stock Agreement • June 13th, 2006 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
This Agreement will certify that the employee named above (“Employee”) is awarded the number of restricted shares of common stock, $0.001 par value per share (the “Common Stock”), of Synergetics USA, Inc. (the “Company”), designated above (the “Restricted Stock”), pursuant to the Company’s Amended and Restated 2001 Stock Plan (the “Plan”), as of the date indicated above (the “Grant Date”) and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employee’s signature below constitutes Employee’s acceptance of this award and acknowledgment of Employee’s agreement to all the terms, conditions and restrictions contained in the Plan and this Agreement.
PRODUCT DEVELOPMENT AND MARKETING AGREEMENTProduct Development and Marketing Agreement • October 1st, 2013 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • New Jersey
This AGREEMENT ("Agreement") is made effective as of January 1, 2009 (“Effective Date”) by and between Synergetics USA, Inc. (“Synergetics”), a Delaware corporation with a business address of 3845 Corporate Centre Drive, O’Fallon, Missouri 63368, and Codman & Shurtleff, Inc. ("CODMAN"), a corporation existing under the laws of New Jersey with a business address of 325 Paramount Drive, Raynham, MA 02767. Synergetics and CODMAN are referred to herein separately as a “Party” and collectively as the “Parties”.
Acknowledgement of Amendment of Solicitation / Modification of ContractSupply and Distribution Agreement • November 28th, 2012 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
Re: Supply and Distribution Agreement, by and between Synergetics USA, Inc (f/k/a Valley Forge Scientific Corp.) and Stryker Instruments Division of Stryker Corp., effective as of October 25, 2004, amended by Addendum No. 1 dated November 15, 2006, and Addendum No. 2 dated August 1, 2007, and extended through October 31, 2012, by separate Acknowledgements dated January 9, 2012, March 19, 2012 and June 26, 2012.
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
DESCRIPTION OF EXISTING INDEBTEDNESS. A CERTAIN PROMISSORY NOTE (THE “NOTE”) FROM BORROWER(S) TO LENDER DATED (11/03/03) IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,000,000.00. AS OF (09/29/05) THE BALANCE OF THE NOTE WAS $703,278.91.
FIRST SUPPLEMENTAL LOAN AGREEMENT between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ST. CHARLES COUNTY, MISSOURI and SYNERGETICS DEVELOPMENT COMPANY, L.L.C. Dated as of December 1, 2004 Private Activity Revenue Bonds, Series 2004 (Synergetics...Loan Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS FIRST SUPPLEMENTAL LOAN AGREEMENT, dated as of December 1, 2004 (the “First Supplemental Loan Agreement”), between The Industrial Development Authority of St. Charles County, Missouri, a public corporation organized and existing under the laws of the State of Missouri (the “Issuer”), and Synergetics Development Company, L.L.C., a limited liability company organized and existing under the laws of the State of Missouri (the “Obligor”), supplementing the Loan Agreement dated as of September 1, 2002 between the Issuer and the Obligor (the “Original Agreement” and together with this First Supplemental Loan Agreement, the “Loan Agreement”);
ADDENDUM NO. 1 to SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • November 28th, 2012 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
This Addendum No. 1 to Supply and Distribution Agreement (“Addendum No. 1”) is made as of November 15, 2006, 2006, (the “Effective Date”) by and between Synergetics USA, Inc. (f/k/a Valley Forge Scientific Corp. (referred to herein as “VFS”) and Stryker Instruments Division of Stryker Corporation, a Michigan corporation (“Distributor”). Capitalized terms used herein and not otherwise defined shall have the same meanings as given them in the Agreement (as such terms is defined below).
EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 6th, 2010 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
This Eighth Amendment to Credit and Security Agreement (“Eighth Amendment”) is entered into as of November 30, 2010, by and among Synergetics, Inc., a Missouri corporation, and Synergetics USA, Inc., a Delaware corporation (individually, a “Borrower” and together, the “Borrowers”), and Regions Bank (“Lender”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 31st, 2005 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
THIS BUSINESS LOAN AGREEMENT dated September 30, 2005, is made and executed between SYNERGETICS, INC. (MISSOURI CORPORATION) (“Borrower”) and Union Planters Bank NA (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 1st, 2013 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 11th, 2008 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
This First Amendment to Credit and Security Agreement (“First Amendment”) is entered into as of January 31, 2008, by and among Synergetics, Inc., a Missouri corporation, Synergetics USA, Inc., a Delaware corporation, Synergetics Germany, GMBH, a German limited liability company, and Synergetics Italia, SRL, an Italian limited liability company (individually, a “Borrower” and, collectively, the “Borrowers”), and Regions Bank (“Lender”).
February 22, 2006 Synergetics, Inc. 3845 Corporate Centre Drive St. Charles, MO 63304Loan Agreement • March 2nd, 2006 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
This letter confirms our agreement to extend the maturity date for this Loan from 2/15/2006 (the “Old Maturity”) to 3/15/2006 (the “New Maturity”), subject to the following terms and conditions:
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 8th, 2006 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus • Missouri
This Second Amendment to Credit and Security Agreement (“Second Amendment”) is entered into as of December 8, 2006, by among Synergetics, Inc., a Missouri corporation (“Synergetics”), and Synergetics USA, Inc., a Delaware corporation (“Synergetics USA”), (individually, a “Borrower” and together, the “Borrowers”), Regions Bank (“Regions”) in its capacities as Agent and a Lender, and Wachovia Bank, National Association (“Wachovia”), in its capacity as a Lender.
AMENDMENT No. 4 TO SUPPLY AGREEMENTSupply Agreement • July 22nd, 2015 • Synergetics Usa Inc • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT No. 4 TO SUPPLY AGREEMENT (“Amendment No. 4”) is entered into by and between Stryker Corporation, a Michigan corporation, acting through its Instruments Division (“Stryker”) and Synergetics, Inc., a Missouri corporation (“Supplier”).
