separation Agreement*Separation Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware
This Separation Agreement (this “Agreement”) is entered into as of August 4, 2014, by and between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar Spinco Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Merger Agreement (as defined below).
August 28, 2014 Board of Directors Symmetry Medical, Inc. 3724 North State Road 15 Warsaw, IN 46582Engagement Letter • September 5th, 2014 • Symmetry Surgical Inc.
Pursuant to and subject to the provisions of Section 1(b) of the engagement letter (the “Engagement Letter”) by and between Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Symmetry Medical Inc. (the “Company”), Stifel hereby consents to the inclusion of its Opinion (as defined in the Engagement Letter) in the proxy statement to be filed on Form S-4 in connection with the merger of TecoSym Inc. with and into the Company pursuant to the Agreement and Plan of Merger among the Company, Tecostar Holdings, Inc., Tecomet, Inc. and TecoSym Inc., dated August 4, 2014.
AGREEMENT AND PLAN OF MERGER by and among TECOSTAR HOLDINGS, INC. TECOMET INC., TECOSYM INC. and SYMMETRY MEDICAL INC. Dated as of August 4, 2014Merger Agreement • September 5th, 2014 • Symmetry Surgical Inc. • New York
THIS AGREEMENT AND PLAN OF MERGER, is entered into as of August 4, 2014 (this “Agreement”), by and among TecoStar Holdings, Inc., a Delaware corporation (“Holdings”), Tecomet Inc., a Massachusetts corporation (“Parent”), TecoSym Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and Symmetry Medical Inc., a Delaware corporation (the “Company”).
SHARED IP CROSS LICENSE AGREEMENT SHARED IP CROSS LICENSE AGREEMENTShared Ip Cross License Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware
THIS SHARED IP CROSS LICENSE AGREEMENT (the “Agreement”), dated as of [•], 2014 (the “Effective Date”), is made and entered into by and between Symmetry Medical Inc., a Delaware Corporation (the “Company”); and Racecar Spinco, Inc., a Delaware Corporation and a wholly owned Subsidiary of the Company (“SpinCo”). Company and SpinCo are referred to in this Agreement each as a “Party” and collectively as the “Parties.”
QUALITY AGREEMENTQuality Agreement • September 5th, 2014 • Symmetry Surgical Inc.
This QUALITY AGREEMENT (this “Agreement”), is entered into as of [•], 2014 (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.
SUPPLY AGREEMENTSupply Agreement • September 5th, 2014 • Symmetry Surgical Inc.
This SUPPLY AGREEMENT (this “Agreement”), is entered into as of [•], 2014 (the “Effective Date”) between Symmetry Medical Inc., a Delaware corporation (the “Company”), and Racecar SpinCo, Inc., a Delaware corporation (“SpinCo”). Company and SpinCo are referred to herein collectively as the “Parties,” and each individually as a “Party”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SYMMETRY MEDICAL, INC. AND RACECAR SPINCO, INC. Dated as of [•], 2014Transition Services Agreement • September 5th, 2014 • Symmetry Surgical Inc. • Delaware
WHEREAS, in connection with the transactions contemplated by the Separation Agreement, dated as of August 4, 2014, by and between the Transferor and SpinCo (the “Separation Agreement”), the Parties contemplate that during the Term (as defined Section 3.1), each Party will provide certain transitional services as Service Provider to Service Recipient, in accordance with the terms and conditions set forth herein.
