RECITALSAsset Purchase Agreement • June 12th, 2003 • Valpey Fisher Corp • Steel works, blast furnaces & rolling & finishing mills • New York
SEPARATION AGREEMENT and GENERAL RELEASESeparation Agreement • March 30th, 1998 • Matec Corp/De/ • Steel works, blast furnaces & rolling & finishing mills
RECITALS:Loan Agreement • April 30th, 2001 • Matec Corp/De/ • Steel works, blast furnaces & rolling & finishing mills • Massachusetts
AGREEMENT AND PLAN OF MERGER BY AND AMONG CTS CORPORATION, VF ACQUISITION CORP., and VALPEY-FISHER CORPORATION DATED AS OF NOVEMBER 17, 2011Agreement and Plan of Merger • November 17th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec • Indiana
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of November 17, 2011, by and among Valpey-Fisher Corporation, a Maryland corporation (the “Company”), CTS Corporation, an Indiana corporation (“Parent”), and VF Acquisition Corp., a Maryland corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
April 4, 2007 Mr. Michael J. Kroll 22 Oak St. Uxbridge, MA 01569 Dear Mike: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning amounts payable to you as severance in the event of a change in...Valpey Fisher Corp • May 11th, 2007 • Steel works, blast furnaces & rolling & finishing mills
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • September 10th, 2009 • Valpey Fisher Corp • Measuring & controlling devices, nec • Massachusetts
April 4, 2007 Mr. Michael J. Ferrantino, Jr. 12 Martingale Lane Andover, MA 01810 Dear Mike: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning a retention bonus payable to you under certain...Valpey Fisher Corp • May 11th, 2007 • Steel works, blast furnaces & rolling & finishing mills
SECURITY AGREEMENT among VALPEY-FISHER CORPORATION as Borrower THE GUARANTORS PARTY HERETO and MIDDLESEX SAVINGS BANK as Secured Party Dated as of December 30, 2010Security Agreement • January 5th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec
Schedule 3.2 Names; Incorporation; Chief Executive Offices, etc. Schedule 3.3 Filing Actions Schedule 3.5 Pledged Securities Schedule 3.6 Deposit Accounts Schedule 3.7(a) Securities Accounts and Commodities Accounts Schedule 3.8 Instruments and Tangible Chattel Paper Schedule 3.9 Electronic Chattel Paper Schedule 3.11 Commercial Tort Claims Schedule 3.12 Intellectual Property Schedule 3.15 Third-Party Agreements Schedule 5.3 After-Acquired Intellectual Property
October 28, 2010 Mr. Michael J. Ferrantino, Jr.Valpey Fisher Corp • November 10th, 2010 • Measuring & controlling devices, nec
April 4, 2007 Mr. Michael J. Ferrantino P O Box 325 West Harwich, MA 02671 Dear Mike: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning the amendment of the letter agreement between the Company...Valpey Fisher Corp • May 11th, 2007 • Steel works, blast furnaces & rolling & finishing mills
This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning the amendment of the letter agreement between the Company and you dated September 10, 2002 (the "Letter Agreement").
Mr. Michael J. Ferrantino P O Box 325 West Harwich, MA 02671 Dear Mike:Valpey Fisher Corp • March 27th, 2009 • Measuring & controlling devices, nec
This letter will confirm the agreement between Valpey-Fisher Corporation (the “Company”) and you concerning the amendment of the letter agreement between the Company and you dated September 10, 2002 (the “Letter Agreement”).
November 16, 2011 Mr. Walt OliwaValpey Fisher Corp • November 17th, 2011 • Measuring & controlling devices, nec
REVOLVING EQUIPMENT NOTERevolving Equipment Note • January 5th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned VALPEY-FISHER CORPORATION, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with a principal place of business located at 75 South Street, Hopkinton, MA 01748, and a mailing address in Massachusetts at 75 South Street, Hopkinton, MA 01748 (hereinafter called the "Borrower"), promises to pay to MIDDLESEX SAVINGS BANK, a Massachusetts banking corporation, at its principal office at 6 Main Street, Natick, Massachusetts 01760 (hereinafter called the "Lender"), OR ORDER, ON DEMAND, the principal sum of ONE MILLION ($1,000,000) DOLLARS (or such lesser amount as may have been advanced to Borrower from time to time hereunder) (each, an "Advance") with interest on the unpaid balance hereof from the date hereof until paid, at the rate and in the manner hereinafter provided, in lawful money of the United States of America.
October 28, 2010 Mr. Walt OliwaValpey Fisher Corp • November 10th, 2010 • Measuring & controlling devices, nec
LOAN AGREEMENT dated as of December 30, 2010, among VALPEY-FISHER CORPORATION, as Borrower The Guarantors from time to time party hereto and MIDDLESEX SAVINGS BANK, as LenderLoan Agreement • January 5th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec • Massachusetts
Schedule 6.06 Litigation Schedule 6.07 Environmental Matters Schedule 6.15 Subsidiaries Schedule 6.17 Real Property Schedule 6.18 Existing Indebtedness Schedule 6.19 Existing Liens Schedule 8.11 Restrictive Agreements
November 16, 2011 Mr. Michael J. KrollValpey Fisher Corp • November 17th, 2011 • Measuring & controlling devices, nec
AGREEMENT OF MERGER AND RECAPITALIZATIONAgreement of Merger and Recapitalization • March 25th, 2005 • Valpey Fisher Corp • Steel works, blast furnaces & rolling & finishing mills
BY AND AMONGPurchase Agreement • April 30th, 1998 • Matec Corp/De/ • Steel works, blast furnaces & rolling & finishing mills
ARTICLE VIMatec Corp/De/ • March 30th, 1999 • Steel works, blast furnaces & rolling & finishing mills • Massachusetts
October 21, 2009 Mr. Michael J. Ferrantino, Jr. 12 Martingale Lane Andover, MA 01810 Dear Michael:Valpey Fisher Corp • October 27th, 2009 • Measuring & controlling devices, nec
This letter will confirm the agreement between Valpey-Fisher Corporation (the “Company”) and you concerning amounts payable to you as severance in the event of a change in control of the Company prior to December 31, 2010.
Mr. Michael J. Ferrantino, Jr.Valpey Fisher Corp • March 27th, 2009 • Measuring & controlling devices, nec
October 28, 2010 Mr. Michael J. KrollValpey Fisher Corp • November 10th, 2010 • Measuring & controlling devices, nec
REVOLVING NOTERevolving Note • January 5th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec
FOR VALUE RECEIVED, the undersigned VALPEY-FISHER CORPORATION, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, with a principal place of business located at 75 South Street, Hopkinton, MA 01748, and a mailing address in Massachusetts at 75 South Street, Hopkinton, MA 01748 (hereinafter called the "Borrower"), promises to pay to MIDDLESEX SAVINGS BANK, a Massachusetts banking corporation, at its principal office at 6 Main Street, Natick, Massachusetts 01760 (hereinafter called the "Lender"), OR ORDER, ON DEMAND, the principal sum of ONE MILLION ($1,000,000) DOLLARS (or such lesser amount as may have been advanced to Borrower from time to time hereunder) (each, an "Advance") with interest on the unpaid balance hereof from the date hereof until paid, at the rate and in the manner hereinafter provided, in lawful money of the United States of America.
November 16, 2011 Mr. Michael J. Ferrantino, Jr.Valpey Fisher Corp • November 17th, 2011 • Measuring & controlling devices, nec
April 4, 2007 Mr. Walt Oliwa 36 Marton Drive Bedford, NH 03110 Dear Walt: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning a retention bonus payable to you under certain circumstances. As you...Valpey Fisher Corp • May 11th, 2007 • Steel works, blast furnaces & rolling & finishing mills
Mr. Michael J. KrollValpey Fisher Corp • March 27th, 2009 • Measuring & controlling devices, nec
WITNESSETH:Option Cancellation Agreement • March 30th, 1998 • Matec Corp/De/ • Steel works, blast furnaces & rolling & finishing mills • Massachusetts
AGREEMENT OF MERGER AND RECAPITALIZATIONAgreement of Merger • March 28th, 2011 • Valpey Fisher Corp • Measuring & controlling devices, nec
THIS AGREEMENT (the “Agreement”), dated as of June 18, 1998, is by and between MATEC Corporation, a Delaware corporation (the “Company”), and MATEC Corporation, a Maryland corporation (the “Maryland Company”).
MATEC CORPORATION BERGEN CABLE TECHNOLOGIES, INC. MATEC APPLIED SCIENCES, INC. MATEC INSTRUMENTS, INC. VALPEY-FISHER CORPORATION Secured Note and Warrant Purchase Agreement Dated as of April 12, 1995Matec Corp/De/ • March 30th, 1999 • Steel works, blast furnaces & rolling & finishing mills
Mr. Walt OliwaValpey Fisher Corp • March 27th, 2009 • Measuring & controlling devices, nec
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 27th, 2009 • Valpey Fisher Corp • Measuring & controlling devices, nec • Maryland
This Agreement is made as of the 19th day of December, 2002, by and between Valpey-Fisher Corporation (the “Company”) and Michael Ferrantino (the “Employee”).
