AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • December 31st, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus • New York
Pro-Dex, Inc., a Colorado corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • December 17th, 2013 • Pro Dex Inc • Surgical & medical instruments & apparatus • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 17th day of December, 2013, by and between, Pro-Dex, Inc., a Colorado corporation having its principal offices in Irvine, California (the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
CREDIT AGREEMENTCredit Agreement • November 20th, 2007 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2007, by and between PRO-DEX, AC., a Colorado corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
PRO-DEX, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 24th, 2013 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into effective as of July 19, 2011 (the “Effective Date”), by and between Richard L. Van Kirk, an individual (the “Employee”) and Pro-Dex, Inc., a Colorado corporation (the “Company”).
SECURITY AGREEMENTSecurity Agreement • February 10th, 2011 • Pro Dex Inc • Surgical & medical instruments & apparatus
This Security Agreement is executed at Irvine, California on February 4, 2011 , by Pro-Dex, Inc., a Colorado corporation (herein called “Debtor”).
AMENDED AND RESTATED REVOLVING CREDIT NOTESecurity Agreement • November 9th, 2021 • Pro Dex Inc • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, on the Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of Minnesota Bank & Trust, a Minnesota state banking corporation (the “Lender”), the principal sum of TWO MILLION AND NO/100THS DOLLARS (U.S. $2,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.
ContractPro Dex Inc • October 13th, 2023 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT HAS BEEN, AND THE SHARES OF STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED BY THE HOLDER HEREOF SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). WITHOUT LIMITATION TO THE OTHER RESTRICTIONS ON TRANSFER OF THIS WARRANT SET FORTH HEREIN, NEITHER THIS WARRANT NOR SUCH SHARES HAVE BEEN REGISTERED UNDER THE ACT OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENT Between SUMMIT FINANCIAL RESOURCES, L.P. Lender and PRO-DEX, INC. Borrower Effective Date: September 9, 2015 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2015 • Pro Dex Inc • Surgical & medical instruments & apparatus • Utah
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECURITY AGREEMENTSecurity Agreement • September 7th, 2018 • Pro Dex Inc • Surgical & medical instruments & apparatus • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 6, 2018 is entered into by and among PRO-DEX, INC., a Colorado corporation, with its chief executive office at 2361 McGaw Avenue, Irvine, California 92614 (“Borrower”), together with each other party that becomes party hereto by execution of a joinder agreement (collectively, the "Guarantors"), as grantors, pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Grantors", and each, a "Grantor"), in favor of MINNESOTA BANK & TRUST, a Minnesota state banking corporation, with an office at 7701 France Avenue South, Suite 110, Edina, MN 55435 (together with its successors and assigns, the “Secured Party”).
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN OREGON MICRO SYSTEMS, INC. AND WELLS FARGO BUSINESS CREDIT, INC. May 28, 2002Credit and Security Agreement • October 1st, 2002 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies • California
OREGON MICRO SYSTEMS, INC., an Oregon corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), hereby agree as follows:
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 17th, 2013 • Pro Dex Inc • Surgical & medical instruments & apparatus • Colorado
This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on December 17, 2013, by and among AO Partners, LLC, a Minnesota limited liability company (together with its permitted designees pursuant to Section 14 below, “AOP”), Farnam Street Capital, Inc., a Minnesota corporation (together with its permitted designees pursuant to Section 14 below, “FSP” and, together with AOP, each a “Standby Purchaser” and collectively the “Standby Purchasers”), and Pro-Dex, Inc., a Colorado corporation (the “Company”).
TERM NOTE BPro Dex Inc • November 12th, 2020 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of ONE MILLION and No/100ths DOLLARS (U.S. $1,000,000.00) on or before November 1, 2027, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Credit Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Amended and Restated Credit Agreement dated of even date herewith by and between Borrower and Lender (as amended, modified, supplemented or restate
SUPPLEMENTAL REVOLVING CREDIT NOTEPro Dex Inc • January 5th, 2023 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, on the Supplemental Revolving Credit Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, PRO-DEX, INC., a Colorado corporation (the “Borrower”), promises to pay to the order of Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”), the principal sum of THREE MILLION AND NO/100THS DOLLARS (U.S. $3,000,000.00) or, if less, the aggregate unpaid principal amount of all Supplemental Revolving Credit Loans (as hereinafter defined) made by the Lender to the Borrower pursuant to the Credit Agreement.
ContractWarrant Agreement • November 14th, 2002 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
Intercreditor AgreementIntercreditor Agreement • September 14th, 2015 • Pro Dex Inc • Surgical & medical instruments & apparatus
This Intercreditor Agreement is made and entered into between Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), and Fineline Molds, a California corporation (“Lender”), and is acknowledged and consented to by Pro-Dex, Inc., a Colorado corporation (“Borrower”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement and General • October 12th, 2010 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
This SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS, (“Agreement”) is made and entered into by and between JEFFREY J. RITCHEY (“Employee”) and PRO-DEX, Inc., a Colorado corporation (“the Company”).
LOAN AGREEMENT BY AND BETWEEN PDEX FRANKLIN LLC ANDLoan Agreement • November 12th, 2020 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2020, by and between PDEX Franklin LLC, a California limited liability company (together with its permitted successors and assigns, the “Borrower”), and Minnesota Bank & Trust, Minnesota state banking corporation (together with its successors and assigns, the “Lender”).
AMENDMENT LETTER Orange County Middle Market 18300 Von Karman, Suite 310 Irvine, CA 92612Pro Dex Inc • June 5th, 2012 • Surgical & medical instruments & apparatus
Re: First Amendment (“Amendment”) to the Business Loan Agreement dated February 4, 2011 (this Amendment, and the Business Loan Agreement together called the “Agreement”)
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 17th, 2018 • Pro Dex Inc • Surgical & medical instruments & apparatus
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
California Association of Business Brokers Professional Service since 1987 www.cabb.org Amendment/Addendum to Purchase Agreement #2Purchase Agreement • September 18th, 2014 • Pro Dex Inc • Surgical & medical instruments & apparatus
The Purchase Agreement dated June 20, 2014 between Hans Huber, an individual (Seller) and Pro-Dex, Inc. a Colorado Corporation (Buyer) on the Business known as Huber Precision located at 585 Taylor Way # 5 San Carlos, Calif. 94070 is hereby modified as follows: Buyer agrees to waive Buyer conditions in Section 5c of the above Purchase Agreement: 1. Paragraph 6c. Lease contingency: The agreement notes an assignment of current lease. Buyer now agrees the lease will be a new one year lease and will accept said lease per the terms and conditions of the Pro-Dex Lease Revision #3 with addendum the term of said lease to start on December 1, 2014. The lease shall be attached as Exhibit A hereto. 2. Paragraph 5 e is still in effect. 3. Seller’s representations and warranties shall be true and correct at Closing. 4. Buyer will interview a select number of Huber Precision clients as a contingency to the Purchase Agreement and this contingency will be released in writing upon completion of intervi
PURCHASE AGREEMENTPurchase Agreement • April 26th, 2013 • Pro Dex Inc • Surgical & medical instruments & apparatus • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 22, 2013 by and between PRO-DEX, Inc. a Colorado corporation (Seller) and AESTHETIC AND RECONSTRUCTIVE TECHNOLOGIES, INC., a Nevada corporation (“Buyer”) with reference to the following:
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • September 14th, 2015 • Pro Dex Inc • Surgical & medical instruments & apparatus • Minnesota
THIS ASSIGNMENT is made as of this 8th day of September, 2015, by Pro-Dex Sunfish Lake, LLC, a Delaware limited liability company (“Assignor”), in favor of Fortitude Income Funds, LLC, a Delaware limited liability company (“Lender”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement and General Release of All Claims • April 20th, 2012 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
This SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS, (“Agreement”) is made and entered into by and between MARK P. MURPHY (“Employee”) and PRO-DEX, Inc., a Colorado corporation (“the Company”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 2nd, 2005 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
THIS EXCLUSIVE LICENSE AGREEMENT ("Agreement") is entered into by and between Pro-Dex, Inc., a Colorado corporation ("Licensor"), and IntraVantage, Inc., a Delaware corporation ("Licensee"), on and as of October 31, 2005 ("Effective Date"). Each of the parties hereto is sometimes referred to herein as a "Party," and collectively as the "Parties."
TERM NOTEPro Dex Inc • November 12th, 2020 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, PDEX FRANKLIN LLC, a California limited liability company (the “Borrower”), promises to pay to the order of MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”), the principal sum of FIVE MILLION TWO HUNDRED SEVEN THOUSAND FOUR HUNDRED SEVENTY TWO and No/100ths Dollars ($5,207,472.00) on or before November 1, 2030, or such earlier date as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Loan Agreement (the “Maturity Date”), together with interest on the principal amount thereof outstanding from time to time at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time. This Note is made pursuant to the terms and conditions set forth in that certain Loan Agreement dated of even date herewith by and between Borrower and Lender (as
EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2014 • Pro Dex Inc • Surgical & medical instruments & apparatus • Minnesota
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 21st day of November, 2014, by and between Pro-Dex Riverside, LLC, a Delaware limited liability company (the “Company”), and Scott C. Robertson, an individual (“Robertson”). The Company and Robertson may collectively be referred to herein as the “Parties”.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 6th, 2009 • Pro Dex Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment “) is entered into as of June 30, 2009, by and between PRO-DEX, INC., a Colorado corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“BANK”).
California Association of Business Brokers Professional Service since 1987 www.cabb.org Asset Purchase AgreementAsset Purchase Agreement • September 18th, 2014 • Pro Dex Inc • Surgical & medical instruments & apparatus
INTRODUCTION: This is an offer and an agreement to buy and sell business assets, dated June 20, 2014. 1. DEFINITIONS: The following definitions and designations shall apply regardless of number or gender:
ASSET PURCHASE AGREEMENT BETWEEN PRO-DEX ASTROMEC, INC. ("PURCHASER") AND ASTROMEC, INC. ("SELLER") AND Malcolm D. Glover, Jr., AND M.D. Glover, Inc. (collectively, the "Seller Shareholders") DATED January 5, 2006Asset Purchase Agreement • January 6th, 2006 • Pro Dex Inc • Surgical & medical instruments & apparatus • California
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of January 5, 2006, between Pro-Dex Astromec, Inc., a Nevada corporation with offices located at 151 East Columbine Avenue, Santa Ana, California 92707 ("Purchaser"), Astromec, a Nevada corporation with offices located at 2950 Arrowhead Drive, Carson City, Nevada 89706 ("Seller"), and Malcolm D. Glover, Jr., an individual, and M.D. Glover, Inc., a Nevada corporation (collectively, the "Seller Shareholders").
TERMINATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSNon-Competition Agreement • November 1st, 2004 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies • California
This Termination Agreement and General Release of All Claims (the "Agreement") is entered into as of October 25, 2004, by and between Ronald G. Coss, an individual resident of the state of California ("Coss") and Pro-Dex, Inc., a Colorado corporation (the "Company"),
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • March 9th, 2015 • Pro Dex Inc • Surgical & medical instruments & apparatus • Minnesota
THIS REVOLVING LOAN AGREEMENT (“Loan Agreement”) is made effective the 3rd day of February, 2015, by and between RIVERSIDE MANUFACTURING, INC., a Minnesota corporation (“Borrower”), and PRO-DEX SUNFISH LAKE, LLC, a Delaware limited liability company, its endorsees, successors and assigns (“Lender”).
Pro-Dex, Inc.Pro Dex Inc • October 13th, 2023 • Surgical & medical instruments & apparatus
Reference is hereby made to that certain Warrant to Purchase Stock, dated December 20, 2018 (the “Warrant”), made by Monogram Orthopaedics Inc., a Delaware corporation (“Monogram”), in favor of Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”). Capitalized terms that are used but not defined in this letter agreement shall have the meaning ascribed to them in the Warrant. The execution date (“Effective Date”) of this letter agreement is October 2nd, 2023.
COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENTCombination Mortgage, Security Agreement and Fixture Financing Statement • September 14th, 2015 • Pro Dex Inc • Surgical & medical instruments & apparatus • Minnesota
All rents, issues, profits, condemnation awards, insurance proceeds, revenues and income arising from the ownership or operation of the Land and the Improvements and all proceeds and products thereof (herein collectively called “Revenues and Income”).
AMENDMENT #1 TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 17th, 2018 • Pro Dex Inc • Surgical & medical instruments & apparatus
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 13th, 2009 • Pro Dex Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 17, 2008, by and between PRO-DEX, INC., a Colorado corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
