SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 22, 2021 among UFP TECHNOLOGIES, INC., as Borrower, CERTAIN SUBSIDIARIES OF UFP TECHNOLOGIES, INC. PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline...Credit Agreement • December 23rd, 2021 • Ufp Technologies Inc • Surgical & medical instruments & apparatus • Massachusetts
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(a), then, upon the request of the Required Lenders, Pricing Level 4 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2021 • Ufp Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of December 22, 2021 (the “Signing Date”), by and among UFP Technologies, Inc., a Delaware corporation (“Buyer”), DAS Medical Holdings LLC, a Georgia limited liability company (the “Company”), Parallax Investments, LLC, a Georgia limited liability company (“Seller”), and the Purchase Price Beneficiaries defined in Article XII and set forth on the signature pages to this Agreement. The Purchase Price Beneficiaries are parties to this Agreement solely with respect to Section 3.10 (Limited Reliance Disclaimer), 9.5 (Confidentiality), Article V (Indemnification) and Section 11.17 (Representation of the Company and Company Entities). Buyer, Company, Seller, and the Additional Parties may be collectively referenced herein as “Parties” and individually referenced herein as “Party”.
PERSONAL GOODWILL PURCHASE AND SALE AGREEMENTPersonal Goodwill Purchase and Sale Agreement • December 23rd, 2021 • Ufp Technologies Inc • Surgical & medical instruments & apparatus • Delaware
This Personal Goodwill Purchase and Sale Agreement (this "Agreement") is made as of December 22, 2021 (the “Closing Date”) by and among UFP Technologies, Inc., a Delaware corporation having an office in Massachusetts at 100 Hale Street, Newburyport, Massachusetts 01950 ("Buyer"), Danny R. Lee, a resident of Florida (“Danny”), Daniel Lee, a resident of Georgia (“Daniel”), Armond Groves, a resident of South Carolina (“Armond”), Thomas Bonner, a resident of Virginia (“Thomas”), Bruce Grady, a resident of Georgia (“Bruce”), and Houston Lee, a resident of Georgia (“Houston” and, together with Danny, Daniel, Armond, Thomas, and Bruce, “Sellers”), and Carol Lee, a resident of Florida (“Carol”), solely with respect to Sections 7 and 8, and such provisions of Section 9 as may apply to her.
