W I T N E S S E T H: -----------------------------Severance Agreement • November 13th, 1998 • Lifecell Corp • Services-commercial physical & biological research • Texas
OF LIFECELLPurchase Agreement • August 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
TBCC LOAN AND SECURITY AGREEMENT ---------------------------------------------- ---------------------------------- -2-Loan and Security Agreement • March 29th, 2000 • Lifecell Corp • Services-commercial physical & biological research • Illinois
Exhibit 10.29 SECURITIES PURCHASE AGREEMENT THIS AGREEMENT is made as of the 29th day of June, 2001, by and between LifeCell Corporation (the "Company"), a Delaware corporation, with its principal offices at One Millennium Way, Branchburg, New Jersey...Securities Purchase Agreement • July 11th, 2001 • Lifecell Corp • Services-commercial physical & biological research • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 1997 • Lifecell Corp • Services-commercial physical & biological research • Illinois
LOAN AGREEMENT AND ASSIGNMENT THIS AGREEMENT made as of this 31st day of May, 2000, by and between LIFECELL CORPORATION, a Delaware Corporation, having its principal executive offices at One Millennium Way, Branchburg, New Jersey 08876 ("Borrower")...Loan Agreement • July 31st, 2000 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
Exhibit 10.16 FIRST AMENDMENT TO LEASE BY AND BETWEEN: MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTYLease • March 30th, 2001 • Lifecell Corp • Services-commercial physical & biological research
Exhibit 10.26 LIFECELL CORPORATION One Millenium Way Branchburg, New Jersey 08876 NAME LifeCell Corporation One Millenium Way Branchburg, New Jersey 08876 Re: Change in Control Agreement Dear: We are currently parties to a severance agreement dated...Change in Control Agreement • March 30th, 2001 • Lifecell Corp • Services-commercial physical & biological research
EXHIBIT 10.15 ------------------------------------------------------------------------------ LIFECELL CORPORATION SECURITIES PURCHASE AGREEMENT SERIES B PREFERRED STOCKSecurities Purchase Agreement • March 31st, 1997 • Lifecell Corp • Services-commercial physical & biological research • New York
ANDLoan and Security Agreement • February 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research • Delaware
AGREEMENTSeverance Agreement • October 3rd, 1997 • Lifecell Corp • Services-commercial physical & biological research • Texas
EXHIBIT C BORROWING BASE CERTIFICATELoan Modification Agreement • April 27th, 2004 • Lifecell Corp • Services-commercial physical & biological research
EXHIBIT 10.18 This Warrant was originally issued on November 18, 1996, and such issuance was not registered under the Securities Act of 1933, as amended. The transfer of this Warrant and the securities obtainable upon exercise thereof is subject to...Stock Purchase Warrant • March 31st, 1997 • Lifecell Corp • Services-commercial physical & biological research • New York
Exhibit 10.29 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "Agreement"), dated as of May 1, 2001, is entered into by and between LIFECELL CORPORATION, a Delaware corporation having its principal executive offices at One Millenium Way,...Amendment Agreement • March 22nd, 2002 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") is made as of November 18, 1996 among LifeCell Corporation, a Delaware corporation (the "COMPANY"), the Investors (as defined below) and Allstate Insurance Company ("ALLSTATE," and together...Voting Agreement • March 31st, 1997 • Lifecell Corp • Services-commercial physical & biological research • New York
Second Amended and Restated Voting Agreement --------------------------------------------Voting Agreement • May 12th, 2000 • Lifecell Corp • Services-commercial physical & biological research • New York
Exhibit 10.1 LIFECELL CORPORATION PAUL M. FRISON AGREEMENT ---------Executive Agreement • November 13th, 1998 • Lifecell Corp • Services-commercial physical & biological research • Texas
This Waiver Agreement (the "Agreement") is entered into as of March 11, --------- 2002 by and among CIBC WMV Inc. (formerly know as CIBC Wood Gundy Ventures, Inc., hereinafter referred to as "CIBC"), Vector Later-Stage Equity Fund, L.P. ("Vector"),...Waiver Agreement • March 22nd, 2002 • Lifecell Corp • Services-commercial physical & biological research • Delaware
EXHIBIT A [ADDITIONAL SIGNATURE PAGE TO JOINT FILING AGREEMENT] AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (1) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is...Joint Filing Agreement • February 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research
EXHIBIT 10.2 ------------ AMENDED AND RESTATED REVOLVING PROMISSORY NOTE --------------------------------------------------- $4,000,000 Effective as of March 31, 2004 FOR VALUE RECEIVED, the undersigned, LIFECELL CORPORATION, a Delaware corporation...Revolving Promissory Note • April 27th, 2004 • Lifecell Corp • Services-commercial physical & biological research
EXHIBIT A (ADDITIONAL SIGNATURE PAGE TO JOINT FILING AGREEMENT) AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G THE UNDERSIGNED HEREBY AGREE AS FOLLOWS: (1) EACH OF THEM IS INDIVIDUALLY ELIGIBLE TO USE THE SCHEDULE 13G TO WHICH THIS EXHIBIT IS...Joint Filing Agreement • February 14th, 2005 • Lifecell Corp • Services-commercial physical & biological research
Exhibit 10.34 EQUIPMENT TERM NOTE -------------------Equipment Term Note • February 14th, 2003 • Lifecell Corp • Services-commercial physical & biological research
EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus • New Jersey
This Employment Agreement (“Agreement”), dated May 19, 2008 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and BRUCE LAMB (“Employee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
LifeCell Corporation Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation AgreementConfidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation Agreement • May 20th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus
Background. I, Bruce Lamb, am executing this Confidentiality, Assignment of Contributions and Inventions, Non-Competition, and Non-Solicitation Agreement (this “Covenants Agreement”) with LifeCell Corporation (the “Company”) as a material inducement for Purchaser to enter into the Merger Agreement with the Company and as consideration for the substantial Sale Consideration which I will receive as a result of the transactions contemplated by the Merger Agreement. I acknowledge that (a) I have extensive knowledge of Confidential Information (as defined below), (b) I have developed relationships with the Company’s customers, distributors and suppliers through my employment with, and at the expense of, the Company, (c) I possess valuable skills and knowledge which have contributed to the successful operation of the Company prior to the closing of the Offer and which are expected to contribute to the successful operation of the Company after the closing of the Offer, (d) the Company wishes
ARTICLE 2. REGISTRATION RIGHTSRegistration Rights Agreement • March 31st, 1997 • Lifecell Corp • Services-commercial physical & biological research • New York
AGREEMENT AND PLAN OF MERGER by and among KINETIC CONCEPTS, INC. LEOPARD ACQUISITION SUB, INC. and LIFECELL CORPORATION Dated April 7, 2008Merger Agreement • April 7th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated April 7, 2008, by and among KINETIC CONCEPTS, INC., a Texas corporation (“Parent”), LEOPARD ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and LIFECELL CORPORATION, a Delaware corporation (the “Company”).
Employment AgreementEmployment Agreement • September 27th, 2005 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
This Employment Agreement (“Agreement”) dated September 21, 2005, is entered into between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA N. COLLERAN, an individual residing at 68 Morgan Lane, Basking Ridge, New Jersey 07920 (“Employee”).
RE: Confidentiality AgreementConfidentiality Agreement • April 21st, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus • New York
Kinetic Concepts, Inc. (“Buyer”) has expressed an interest in exploring a transaction (a “Transaction”) involving the possible acquisition (by merger, consolidation or otherwise) of all of the outstanding shares of capital stock of LifeCell Corporation, a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and has requested certain information relating to the Company. As a condition to any information being furnished to Buyer and its Representatives (as defined below), Buyer and the Company agree to be bound by the terms and conditions set forth in this letter agreement (“this Agreement”). Buyer further agrees to inform each of its Representatives to whom any information subject to this Agreement is disclosed of the terms and conditions of this Agreement, and to cause each such Representative to fully observe and be bound by this Agreement (other than Section 11 hereof, except as provided therein) to the same extent as if such Representative were Buyer.
THIS DIRECT LOAN AGREEMENT dated as of June 9, 2000, by and between the NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "Authority"), a public body corporate and politic Constituting an instrumentality of the State of New Jersey and LIFECELL...Direct Loan Agreement • July 31st, 2000 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
and-Lease Agreement • November 15th, 1999 • Lifecell Corp • Services-commercial physical & biological research • New Jersey
THIRD AMENDMENT TO LEASE BY AND BETWEEN: MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY -and- LIFECELL CORPORATION, a Delaware corporation DATED: November 6, 2007 LAW OFFICES EPSTEIN, BROWN & GIOIA, LLC Chatham Township, NJ 07928-0901 Fax (973)...Lease • February 27th, 2008 • Lifecell Corp • Surgical & medical instruments & apparatus
THIRD AMENDMENT TO LEASE dated this 6th day of November, 2007, by and between MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY, having an office at 374 Millburn Avenue, 4th Floor, Millburn, New Jersey 07041, hereinafter called the "Landlord"; and LIFECELL CORPORATION, a Delaware corporation, having an address at One Millennium Way, Branchburg, New Jersey 08876, hereinafter called the "Tenant".
LIFECELL CORPORATION One Millenium Way Branchburg, New Jersey 08876 August 17, 2006Change in Control Agreement • August 18th, 2006 • Lifecell Corp • Surgical & medical instruments & apparatus
This letter sets forth certain protections with respect to your employment with LifeCell Corporation (“LifeCell” or the “Company”) being afforded to you in connection with your employment. We believe that it is imperative that the Company be able to rely upon you to continue in your position in the event the Company receives any proposal from a third party concerning a possible business combination with, or acquisition of equity securities of, the Company, and for the Company to be able to receive and rely upon your advice as to the best interests of the Company and its shareholders without concern that you might be distracted by the personal uncertainties and risks created by such a proposal. Accordingly, we wish to provide you with certain benefits following your loss of employment after or by reason of a Change in Control.
Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR...Warrant Agreement • January 14th, 2000 • Lifecell Corp • Services-commercial physical & biological research • New York
Re: Severance BenefitsSeverance Agreement • August 18th, 2006 • Lifecell Corp • Surgical & medical instruments & apparatus
This letter will serve to memorialize LifeCell Corporation’s agreement to provide you with certain severance payments in the event that your employment is terminated by LifeCell Corporation (“LifeCell”) without Cause (as defined below).
