EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Washington
THIS EMPLOYMENT AGREEMENT dated as of May 11, 2007 (the “Agreement”), is entered into by and between Rainier Surgical Incorporated (the “Company”), a Washington corporation and Garth S. Luke (the “Executive”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Stock Pledge Agreement (this “Agreement”) made this 11th day of May, 2007, by and between Andover Medical, Inc., a Delaware corporation, Rainier Acquisition Corp., a Delaware corporation (collectively, “Pledgor”), each having its chief executive office at 510 Turnpike Street, Suite 204, North Andover, Massachusetts 01845, and TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (the “Lender”). Capitalized terms used but not defined herein shall have the meaning ascribed in that certain Credit Agreement, of even date herewith, by and among the Pledgor, and the Borrowers named therein (the “Credit Agreement”).
CREDIT AGREEMENT BETWEEN TD BANKNORTH, N.A. AND ANDOVER MEDICAL, INC., ORTHO- MEDICAL PRODUCTS, INC.Credit Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
LEASELease • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Washington
THIS LEASE (“Lease”) is entered into between RSI Properties Management, LLC, a Washington limited liability company (“Landlord”) and Rainier Surgical, Inc., a Washington Corporation (“Tenant”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS SUBSIDIARY GUARANTY (“Subsidiary Guaranty”) is made as of May 11, 2007, by and between the entity signatory hereto (the “Subsidiary Guarantor”) and TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (“Banknorth” or the “Lender”).
SECURITY AGREEMENTSecurity Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
SECURITY AGREEMENT made this 11th day of May, 2007 by Andover Medical, Inc., a Delaware corporation, (“AMI”), having its chief executive office at 510 Turnpike Street, Suite 204, North Andover, Massachusetts 01845, Ortho-Medical Products, Inc., a New York corporation having its chief executive office at 210 Jericho Turnpike, Mineola, N.Y. 11501 (“OMPI”) and Rainier Surgical Incorporated, a Washington corporation having its chief executive office at 1144 29th Street, N.W. Auburn, WA 98001 (“RSI” and, together with AMI and OMPI, “Borrower”), Rainier Acquisition Corp., a Delaware corporation (“RAC”), and Andover Management Services, Inc., a Delaware corporation (“AMS” and, together with Borrower and RAC, an “Obligor”), and their Subsidiaries from time to time party hereto (each individually an “Obligor” and collectively, the “Obligors”), in favor of TD Banknorth, N.A., a national banking association with a principal place of business at 61 Main Street, Andover, MA 01810 (“Lender”) under (
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 2007 • Andover Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated May 11, 2007, is entered into by and among Garth Luke (the “Seller”), Rainier Surgical Incorporated a Washington corporation (the “Corporation”) and Rainier Acquisition Corp., a Delaware corporation (the “Buyer”) and a wholly-owned subsidiary of Andover Medical, Inc. (“AMI”).
