0001193125-06-120427 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Delaware

This Agreement made and entered into this ____ day of ______, (the “Agreement”), by and between LeMaitre Vascular, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and ____________ (the “Indemnitee”):

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EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between LeMaitre Vascular, Inc., a Delaware corporation with an address at 63 Second Avenue, Burlington, Massachusetts (the “Company”) and Joseph P. Pellegrino, an individual with a residence at 68 Beacon Street, Boston, MA (the “Executive”) as of April 20, 2006.

THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT
Revolving Loan and Security Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

This Third Amended and Restated Revolving Loan and Security Agreement (the “Agreement”) is made as of May 20, 2006 between LEMAITRE VASCULAR, INC. formerly known as Vascutech, Inc., having its principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (the “Borrower”) and BROWN BROTHERS HARRIMAN & CO., having a place of business at 40 Water Street, Boston, Massachusetts 02109 (the “Bank”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

ASSET PURCHASE AGREEMENT, dated February 2, 2005 (the “Closing Date”), by and among LeMaitre Acquisition, LLC, a Delaware limited liability company with a mailing address at 63 Second Ave., Burlington, Massachusetts 01803 (the “Purchaser”) and Endomed, Inc., an Arizona corporation with a mailing address at 10220 South 51st Street, Suite 1, Phoenix, AZ 85044 (the “Seller”).

EXECUTIVE RETENTION AND SEVERANCE AGREEMENT
Executive Retention and Severance Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

THIS EXECUTIVE RETENTION AND SEVERANCE AGREEMENT is made and entered into as of October 10, 2005 (the “Effective Date”), by and between LeMaitre Vascular, Inc. (the “Company”) and George W. LeMaitre (the “Executive”).

EXECUTIVE SERVICE AGREEMENT
Executive Service Agreement Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

AGREEMENT (this “Agreement”) made this 17th day of September, 2003, by and between LEMAITRE VASCULAR, INC., f/k/a Vascutech, Inc., a Delaware corporation with a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”), successor-in-interest to Vascutech, Inc., a Massachusetts corporation, and PETER GEBAUER an individual residing at Am Waldfeld 17, Bad Soden, Germany (“Executive”).

SHAREHOLDER DEBT TRANSFER AGREEMENT
Shareholder Debt Transfer Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

SHAREHOLDER DEBT TRANSFER AGREEMENT (the “Agreement”), dated February 2, 2005 (the “Closing Date”), by and among LeMaitre Acquisition, LLC a Delaware limited liability company, with a mailing address at 63 Second Ave, Burlington, Massachusetts 01803 (the “Purchaser”), on the one hand, and Edward B. Diethrich and Gloria B. Diethrich, as trustees U/T/A dated May 8, 1974 (“Diethrich”), and Peter and Mary Lee Family Limited Partnership No. 1, an Arizona limited partnership (“Lee”), (each of Diethrich and Lee a “Shareholder” and collectively the “Shareholders”), and Peter Y. Lee and Edward B. Diethrich (each an “Owner” and collectively the “Owners”).

REGISTRATION RIGHTS AGREEMENT June 17, 1998
Registration Rights Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Delaware

This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 63,731 shares (the “Preferred Shares”) of Series A Convertible Preferred Stock, $.01 par value (“Preferred Stock”), of Vascutech, Inc., a Delaware corporation (the “Company”), pursuant to the Series A Convertible Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) between the Company and you and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with each of you as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2006 • Lemaitre Vascular Inc • Surgical & medical instruments & apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between LeMaitre Vascular, Inc., a Delaware corporation with an address at 63 Second Avenue, Burlington, Massachusetts (the “Company”) and Kevin Kelly, an individual with a residence at 64 Sugar Cane Lane, North Andover, Massachusetts (the “Executive”) as of May 27, 2005.

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