SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
This Sixth Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of March 22, 2016, by and among Fifth Third Bank, an Ohio banking corporation (the “Bank”) and Meridian Bioscience, Inc., an Ohio corporation (“Parent” or “Agent”), Meridian Bioscience Corporation, an Ohio corporation (“Corp.”), Omega Technologies, Inc., an Ohio corporation (“Omega”), Meridian Life Science, Inc., a Maine corporation (“MLS”) and Bioline USA, Inc., a Massachusetts corporation (“Bio”) (collectively, the “Borrowers” and individually a “Borrower”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Ohio
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 21st day of March, 2016, between MERIDIAN BIOSCIENCE, INC., an Ohio corporation having its principal place of business in Cincinnati, OH (the “Company”) and AMY WINSLOW (the “Executive”).
REVOLVING NOTERevolving Note • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
Meridian Bioscience, Inc., an Ohio corporation, Meridian Bioscience Corporation an Ohio corporation (“Corp.”), Omega Technologies, Inc., an Ohio corporation (“Omega”), Meridian Life Science, Inc., a Maine corporation and Bioline USA, Inc.., a Massachusetts corporation (“Bio”) (collectively and jointly and severally the “Borrowers” and individually a “Borrower”), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”) at its offices, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of the United States of America and in immediately available funds, the principal sum of $30,000,000 or such lesser unpaid principal amount as may be advanced by the Bank as Revolving Loans pursuant to the terms of the Loan and Security Agreement dated August 1, 2007 by and among the Borrowers and the Bank, as same may be amended from time to time (the “Agreement”). This Note shall mature and be payable in full on March 31, 2021, o
Agreement and Plan of Merger among Meridian Bioscience, Inc. and Mariner Merger Sub, Inc. and Magellan Biosciences, Inc. and Ampersand 2006 Limited Partnership as the Stockholder Representative dated as of March 24, 2016Merger Agreement • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 24, 2016 is entered into among MERIDIAN BIOSCIENCE, INC., an Ohio corporation (“Parent”), MARINER MERGER SUB, INC., a Delaware corporation (“Merger Sub”), MAGELLAN BIOSCIENCES, INC., a Delaware corporation (“Company”), and AMPERSAND 2006 LIMITED PARTNERSHIP, a Delaware limited partnership, solely in its capacity as Stockholder Representative for the purposes of Section 2.16, Section 2.18, Section 6.04, Section 6.06, Section 6.07, Section 6.13, Section 6.14, Section 8.05 and Section 9.01 (“Stockholder Representative”).
TERM NOTETerm Note • May 6th, 2016 • Meridian Bioscience Inc • In vitro & in vivo diagnostic substances
Meridian Bioscience, Inc., an Ohio corporation, Meridian Bioscience Corporation an Ohio corporation (“Corp.”), Omega Technologies, Inc., an Ohio corporation (“Omega”), Meridian Life Science, Inc., a Maine corporation and Bioline USA, Inc.., a Massachusetts corporation (“Bio”) (collectively and jointly and severally the “Borrowers” and individually a “Borrower”), for value received, hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (the “Bank”) at its offices, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of the United States of America and in immediately available funds, the principal sum of $60,000,000 or such lesser unpaid principal amount as may be advanced by the Bank as a Term Loan pursuant to the terms of the Loan and Security Agreement dated August 1, 2007 by and among the Borrowers and the Bank, as same may be amended from time to time (the “Agreement”). This Note shall mature and be payable in full on March 31, 2021, or su
