SHARE TRANSFER RESTRICTION AGREEMENTShare Transfer Restriction Agreement • July 6th, 2011 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
This SHARE TRANSFER RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of , 2011 (the “Effective Date”), by and between LecTec Corporation, a Minnesota corporation (“Parent”), and (the “Restricted Stockholder”). Each term used herein but not otherwise defined herein shall have the meaning ascribed thereto in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May , 2011, by and among Parent, Nerve Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), and AxoGen Corporation, a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • July 6th, 2011 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • California
This Settlement Agreement and Mutual Release (“Agreement”), effective as of the date of the last signature appearing below (“Effective Date”), is by and between LecTec Corporation, a Minnesota corporation, having a principal place of business at 1407 South Kings Highway, Texarkana, Texas 75501 (“LecTec”), on the one hand, and Prince of Peace Enterprises, Inc. a California corporation with its principal place of business at 3536 Arden Road, Hayward, California 94545 and its suppliers Haw Par Corporation Limited, a Singapore corporation and Haw Par Healthcare Ltd. a Singapore corporation, both with principal places of business at 401 Commonwealth Drive, No. 03-03 Haw Par, Technocentre, Singapore, (collectively “the Released Parties”), on the other. LecTec and the Released Parties are sometimes referred to herein individually as a “Party” and collectively as “Parties.”
Letterhead of Morgan, Lewis & Bockius LLP]Agreement and Plan of Merger • July 6th, 2011 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus
Pursuant to the Agreement and Plan of Merger, dated as of May 31, 2011, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 30, 2011 (the “Agreement”), by and among LecTec, a Minnesota corporation (“LecTec”), AxoGen Corporation, a Delaware corporation (the “Company”), and Nerve Merger Sub Corporation, a Delaware corporation and wholly-owned direct subsidiary of LecTec (“Merger Sub”), Merger Sub is to merge with and into the Company with the Company surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 6th, 2011 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of May 31, 2011, by and among LecTec Corporation, a Minnesota corporation (the “Company”) and the Persons listed on Schedule A attached hereto, as such Schedule A may be amended from time to time (individually, a “Purchaser” and collectively, the “Purchasers”).
