Zareba Systems Inc Sample Contracts

Zareba Systems Inc – Zareba Systems, Inc. Announces Shareholder Approval of Merger Agreement with Woodstream Corporation (April 1st, 2010)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) today announced that its shareholders voted to approve the previously-announced merger agreement, dated as of January 11, 2010, pursuant to which a newly-formed subsidiary of Woodstream Corporation will merge with and into Zareba, with Zareba becoming a wholly-owned subsidiary of Woodstream. The votes in favor of approval and adoption of the merger agreement and the merger represented more than 99% of the shares voted at today’s special meeting and approximately 83% of the outstanding shares of Zareba’s common stock as of February 17, 2010, the record date for the meeting.

Zareba Systems Inc – FIRST AMENDMENT TO RIGHTS AGREEMENT (January 12th, 2010)

Amendment, dated as of January 11, 2010, between Zareba Systems, Inc., a Minnesota corporation, and Wells Fargo Bank, N.A. as Rights Agent (the “Rights Agent”), to the Rights Agreement dated as of March 15, 2005 between Waters Instruments, Inc., the name of which has been changed to Zareba Systems, Inc. and which is hereinafter referred to as the “Company,” and the Rights Agent (the “Rights Agreement”).

Zareba Systems Inc – FIRST AMENDMENT TO RIGHTS AGREEMENT (January 12th, 2010)

Amendment, dated as of January 11, 2010, between Zareba Systems, Inc., a Minnesota corporation, and Wells Fargo Bank, N.A. as Rights Agent (the “Rights Agent”), to the Rights Agreement dated as of March 15, 2005 between Waters Instruments, Inc., the name of which has been changed to Zareba Systems, Inc. and which is hereinafter referred to as the “Company,” and the Rights Agent (the “Rights Agreement”).

Zareba Systems Inc – AGREEMENT AND PLAN OF MERGER among WOODSTREAM CORPORATION, WDST, INC. and ZAREBA SYSTEMS, INC. Dated as of January 11, 2010 (January 12th, 2010)

This Agreement and Plan of Merger (this “Agreement”) is made as of January 11, 2010 among Woodstream Corporation, a Pennsylvania corporation (“Parent”), WDST, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Sub”), and Zareba Systems, Inc., a Minnesota corporation (the “Company”). The Company and Sub are sometimes collectively referred to as the “Constituent Corporations.”

Zareba Systems Inc – Zareba Systems, Inc. Announces Merger Agreement with Woodstream Corporation; Zareba Shareholders to Receive $9.00 Cash Per Share (January 11th, 2010)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) announced today that it has signed a definitive agreement to merge with a subsidiary of Woodstream Corporation, a Pennsylvania corporation. Woodstream is majority owned by private equity firms Brockway Moran & Partners, Inc. and Code Hennessy & Simmons LLC.

Zareba Systems Inc – ZAREBA SYSTEMS, INC. EXECUTIVE SEVERANCE AGREEMENT (September 28th, 2009)

THIS AGREEMENT is made effective September 25, 2009, by and between Zareba Systems, Inc. (the “Company”), a Minnesota corporation, and Jeffrey Mathiesen (the “Executive”), an individual;

Zareba Systems Inc – ZAREBA SYSTEMS, INC. EXECUTIVE SEVERANCE AGREEMENT (September 28th, 2009)

THIS AGREEMENT is made effective September 25, 2009, by and between Zareba Systems, Inc. (the “Company”), a Minnesota corporation, and Donald Dalland (the “Executive”), an individual;

Zareba Systems Inc – ZAREBA SYSTEMS, INC. EXECUTIVE SEVERANCE AGREEMENT (September 28th, 2009)

THIS AGREEMENT is made effective September 25, 2009, by and between Zareba Systems, Inc. (the “Company”), a Minnesota corporation, and Dale Nordquist (the “Executive”), an individual;

Zareba Systems Inc – SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (October 28th, 2008)

This Amendment, dated effective as of October 22, 2008, is made by and between Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).

Zareba Systems Inc – FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (October 6th, 2008)

This Amendment, dated effective as of September 30, 2008, is made by and between Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).

Zareba Systems Inc – VOLUNTARY CANCELLATION AGREEMENT OF INCENTIVE STOCK OPTION AGREEMENT ZAREBA SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN (September 26th, 2008)

This Voluntary Cancellation Agreement is made effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Jeffrey S. Mathiesen (“Participant”).

Zareba Systems Inc – RESIGNATION AGREEMENT AND RELEASE (September 26th, 2008)

This Resignation Agreement and Release (the “Agreement”) is made June 2, 2008, by and between Executive (“Executive”) and Zareba Systems, Inc., f/k/a Waters Instruments, Inc. (“Zareba”), a Minnesota corporation.

Zareba Systems Inc – RESIGNATION AGREEMENT AND RELEASE (September 26th, 2008)

This Resignation Agreement and Release (the “Agreement”) is made June 27, 2008, by and between W. John Frederick (“Executive”) and Zareba Systems, Inc. (“Zareba”), a Minnesota corporation.

Zareba Systems Inc – VOLUNTARY CANCELLATION AGREEMENT OF INCENTIVE STOCK OPTION AGREEMENT ZAREBA SYSTEMS, INC. 2004 EQUITY INCENTIVE PLAN (September 26th, 2008)

This Voluntary Cancellation Agreement is made effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Donald G. Dalland (“Participant”).

Zareba Systems Inc – THIRD AMENDMENT TO LEASE (September 26th, 2008)

THIS THIRD AMENDMENT TO LEASE (the “Third Amendment”) is entered into as of this 25th day of February, 2008, by and between PLYMOUTH PROPERTIES REALTY LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Landlord”), and ZAREBA SYSTEMS, INC., a Minnesota corporation, with an address of 13705 26th Avenue N., Suite 102, Plymouth, MN 55441-3644, formerly known as Water Instruments, Inc. (“Tenant”).

Zareba Systems Inc – Employment Agreement (September 26th, 2008)

This Employment Agreement (“Agreement”) is entered into effective June 30, 2008, by and between Zareba Systems, Inc., a Minnesota corporation (the “Company”), and Dale Nordquist, a resident of Minnesota (“Executive”).

Zareba Systems Inc – NEWS RELEASE (July 2nd, 2008)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) today announced that it will discontinue sales of its Rutland Professional Gate Opening Systems products. The Company stressed that it will continue to sell and support its Zareba Systems brand of do-it-yourself automatic gate openers through existing retail channels.

Zareba Systems Inc – NEWS RELEASE (June 5th, 2008)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) today announced that its board of directors appointed Dale A. Nordquist to serve as the Company’s President and Chief Executive Officer. Mr. Nordquist will transition out of his current position as Senior Vice President of Sales and Marketing of Winland Electronics, Inc. It is expected he will assume his position at the Company on or before July 1, 2008. Mr. Nordquist, who has been a member of the Company’s board of directors since 2004, succeeds Jerry Grabowski, who has served as the Company’s President and Chief Executive Officer since 1993. Mr. Grabowski resigned as President and Chief Executive Officer and from the Company’s board of directors effective June 2, 2008. In the interim, William J. Frederick, the Company’s Executive Vice President, Sales and Business Development, will oversee the management of the Company’s business.

Zareba Systems Inc – NEWS RELEASE (June 5th, 2008)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) today announced that its board of directors appointed Dale A. Nordquist to serve as the Company’s President and Chief Executive Officer. Mr. Nordquist will transition out of his current position as Senior Vice President of Sales and Marketing of Winland Electronics, Inc. It is expected he will assume his position at the Company on or before July 1, 2008. Mr. Nordquist, who has been a member of the Company’s board of directors since 2004, succeeds Jerry Grabowski, who has served as the Company’s President and Chief Executive Officer since 1993. Mr. Grabowski resigned as President and Chief Executive Officer and from the Company’s board of directors effective June 2, 2008. In the interim, William J. Frederick, the Company’s Executive Vice President, Sales and Business Development, will oversee the management of the Company’s business.

Zareba Systems Inc – THIRD AMENDMENT TO LEASE (May 9th, 2008)

THIS THIRD AMENDMENT TO LEASE (the “Third Amendment”) is entered into as of this 25th day of February, 2008, by and between PLYMOUTH PROPERTIES REALTY LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Landlord”), and ZAREBA SYSTEMS, INC., a Minnesota corporation, with an address of 13705 26th Avenue N., Suite 102, Plymouth, MN 55441-3644, formerly known as Water Instruments, Inc. (“Tenant”).

Zareba Systems Inc – WATERS INSTRUMENTS, INC. EMPLOYMENT AGREEMENT (September 28th, 2007)

THIS AGREEMENT is made effective July 1, 1995, by and between WATERS INSTRUMENTS, INC. (the “Company”), a Minnesota corporation, and GERALD W. GRABOWSKI (the “Executive”), an individual;

Zareba Systems Inc – REVOLVING NOTE (September 5th, 2007)

This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Loan Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

Zareba Systems Inc – REVOLVING CREDIT AGREEMENT Dated as of August 29, 2007 (September 5th, 2007)

Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”), hereby agree as follows:

Zareba Systems Inc – NEGATIVE PLEDGE AGREEMENT (September 5th, 2007)

THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”), made this 29th day of August, 2007, by ZAREBA SYSTEMS, INC., a Minnesota corporation (the “Borrower”), in favor of JPMORGAN CAHSE BANK, N.A., a national banking association (the “Lender”).

Zareba Systems Inc – STOCK PLEDGE AGREEMENT (September 5th, 2007)

THIS STOCK PLEDGE AGREEMENT, is made effective as of the 29th day of August, 2007, by and between Zareba Systems, Inc., a Minnesota corporation (“Debtor”), and JPMorgan Chase Bank, N.A., a national banking association (“Secured Party”).

Zareba Systems Inc – SECURITY AGREEMENT (Zareba Security, Inc.) (September 5th, 2007)

THIS SECURITY AGREEMENT (this “Agreement”) is made effective as of the 29th day of August, 2007, by Zareba Security, Inc., a Minnesota corporation (the “Debtor”), in favor of JPMorgan Chase Bank, N.A., a national banking association (the “Secured Party”).

Zareba Systems Inc – SECURITY AGREEMENT (Zareba Systems, Inc.) (September 5th, 2007)

THIS SECURITY AGREEMENT (this “Agreement”) is made effective as of the 29th day of August, 2007, by Zareba Systems, Inc., a Minnesota corporation (the “Debtor”), in favor of JPMorgan Chase Bank, N.A., a national banking association (the “Secured Party”).

Zareba Systems Inc – As Reported Pro forma Pro forma (In Thousands) March 31, 2007 Adjustments (1) March 31, 2007 ASSETS CURRENT ASSETS Cash and cash equivalents $ 873 $ 5,000 $ 5,873 Accounts receivable, net 6,411 (209 ) 6,202 Inventories, net 6,886 (549 ) 6,337 Other current assets 1,537 (19 ) 1,518 Total Current Assets 15,707 4,223 19,930 PROPERTY AND EQUIPMENT, NET 3,275 (28 ) 3,247 OTHER ASSETS Goodwill 6,349 6,349 Trademarks 2,674 2,674 Customer relationships, net 1,504 1,504 Other, net 212 212 Total Other Assets 10,739 10,739 TOTAL ASSETS $ 29,721 $ 4,195 $ 33,916 LIABILITIES AND STOCKHOLDERS’ EQUITY CURREN (August 7th, 2007)

The following adjustment reflects the sale of the stock of Waters Medical Systems, Inc. as of March 31, 2007 pursuant to the Stock Purchase Agreement, and the accrual of the related transaction costs and income tax liability at an estimated rate of 41.5%.

Zareba Systems Inc – STOCK PURCHASE AGREEMENT FOR THE PURCHASE AND SALE OF ALL OUTSTANDING SHARES OF CAPITAL STOCK OF WATERS MEDICAL SYSTEMS, INC. DATED AS OF JULY 24, 2007 BETWEEN ZAREBA SYSTEMS, INC. AND HOLDING GC, INC. (July 25th, 2007)

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2007, is entered by and between Zareba Systems, Inc., a Minnesota corporation (the “Seller”), and Holding GC, Inc., a Delaware corporation (“Buyer”).

Zareba Systems Inc – NEWS RELEASE (July 25th, 2007)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) today announced the Company has entered into a definitive agreement with Holding GC, Inc., an affiliate of Groupe Cair, for the sale of the Company’s Waters Medical Systems, Inc. subsidiary. Under the agreement, Holding GC will purchase 100% of the outstanding stock of Waters Medical Systems for $5 Million. The purchase price is payable in cash at the closing. The agreement calls for a post-closing confirmation of the value of the “net assets” of Waters Medical Systems on the closing date, which could result in a reduction of the purchase price. The transaction is expected to close on or about August 1, 2007, subject to customary closing conditions.

Zareba Systems Inc – AMENDED AND RESTATED BYLAWS OF ZAREBA SYSTEMS, INC. (May 16th, 2007)
Zareba Systems Inc – NEWS RELEASE (October 31st, 2006)

Minneapolis — The board of directors of Zareba Systems, Inc. (NASDAQ:ZRBA) announced that it voted at its October 26, 2006 meeting to suspend payment of an annual dividend for 2006.

Zareba Systems Inc – TRANSITION EMPLOYMENT AGREEMENT AND RELEASE (September 27th, 2006)

NOW, THEREFORE, in consideration of the mutual covenants and promises made by and between the parties, the receipt and adequacy of which is acknowledged, Waters and Anshus hereby agree as follows:

Zareba Systems Inc – FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (September 27th, 2006)

This Fourth Amendment, dated as of May 1, 2006, is made by and among ZAREBA SYSTEMS, INC., f/k/a/ Waters Instruments, Inc., a Minnesota corporation (“Zareba Systems”), WATERS MEDICAL SYSTEMS, INC., a Minnesota corporation (“Waters Medical Systems”), ZAREBA SECURITY, INC., a Minnesota corporation (“Zareba Security”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its WELLS FARGO BUSINESS CREDIT operating division (the “Lender”).

Zareba Systems Inc – NEWS RELEASE (September 26th, 2006)

Minneapolis — Zareba Systems, Inc. (NASDAQ:ZRBA) announced today its electronic perimeter security fence products will be installed at several federal prisons throughout the U.S. The project is a result of the Federal Bureau of Prisons’ award of a contract to SIGCOM-GDI Fencing Solutions, LLC of Greensboro, North Carolina. GDI is the exclusive distributor of the Zareba products developed for use in the federal prison project.