AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 11, 2008, BY AND AMONG MEDRAD, INC., PHOENIX ACQUISITION CORP. and POSSIS MEDICAL, INC.Agreement and Plan of Merger • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 11, 2008, by and among MEDRAD, INC., a Delaware corporation (“Parent”), PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), and POSSIS MEDICAL, INC., a Minnesota corporation (the “Company”). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article X, or in the applicable Section of this Agreement to which reference is made in Article X.
CLASS I EMPLOYEE EMPLOYMENT AGREEMENTDutcher Employment Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Employment Agreement (this “Agreement”) is made on February 10, 2008, to be effective on the Acceptance Date (as defined in the Agreement and Plan of Merger, dated as of the date hereof, by and among Phoenix Acquisition Corp., MEDRAD, Inc. (“Medrad”) and the Company (the “Agreement and Plan of Merger”)) (the “Effective Date”), between Possis Medical, Inc., a Minnesota corporation, (the “Company”), and Robert G. Dutcher, an individual residing in the state of Minnesota (the “Executive”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Amended and Restated Rights Agreement (“Amendment No. 1”), dated as of February 11, 2008, is by and between Possis Medical, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, National Association. (the “Rights Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 11th, 2008 • Possis Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is dated as of February 11, 2008 by and among MEDRAD, INC, a Delaware corporation (“Parent”), PHOENIX ACQUISITION CORP., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), and ____________, in his capacity as a shareholder of the Company (the “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
