AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus • Minnesota
This Agreement and Plan of Merger (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into as of November 25, 2017, by and among MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), MGC Parent LLC, a Delaware limited liability company (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a 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 9.01 hereof.
Executive Employment AgreementEmployment Agreement • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus • Minnesota
This Employment Agreement (“Agreement”) is made as of the [___] day of [_____], [__] (the “Effective Date”), between MGC Diagnostics Corporation, a Minnesota corporation, and its past, present or future officers, directors, shareholders, successors, assigns, subsidiaries, predecessors, agents, board members and affiliates, collectively or individually, with corporate headquarters located at 350 Oak Grove Parkway, Saint Paul, MN 55127 (“MGC”) and Matthew S. Margolies (“Executive”). MGC and Executive may be individually referred to as a “Party” or collectively as the “Parties.”
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENTConfidentiality and Nondisclosure Agreement • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus • Delaware
The undersigned (the “Receiving Party”) has requested that a client (“MGC Diagnostics Corporation” or the “Disclosing Party”) of Craig-Hallum Capital Group LLC (“Craig-Hallum”), furnish the Receiving Party with, or cause the Receiving Party to be furnished with, certain Confidential Information (as defined below), in connection with the Receiving Party’s evaluation of a potential business transaction (“Transaction”) involving the Disclosing Party and the Receiving Party. As a condition to furnishing such Confidential Information, the Disclosing Party has required that the Receiving Party execute this Confidentiality and Nondisclosure Agreement (the “Agreement”) with following terms and conditions.
FORM OF TENDER SUPPORT AGREEMENTSupport Agreement • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus • Minnesota
This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of November 25, 2017, is entered into by and among MGC Parent LLC, a Delaware limited liability company (“Parent”), AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule A (“Stockholder”).
Equity Commitment LetterMGC Parent LLC • November 29th, 2017 • Surgical & medical instruments & apparatus • Minnesota
This letter agreement sets forth the commitment of Altus Capital Partners II, L.P., a Delaware limited partnership (“Sponsor”), subject to the terms and conditions contained herein, to cause the purchase of certain equity securities of MGC Parent LLC, a Delaware limited liability company and an Affiliate of Sponsor (“Parent”), in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and MGC Diagnostics Corporation, a Minnesota corporation (the “Company”). This letter agreement is the “Equity Commitment Letter” under and defined in the Merger Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.
CONFIDENTIALMGC Parent LLC • November 29th, 2017 • Surgical & medical instruments & apparatus
LIMITED GUARANTEELimited Guarantee • November 29th, 2017 • MGC Parent LLC • Surgical & medical instruments & apparatus
This LIMITED GUARANTEE (as amended, modified or supplemented from time to time in accordance with its terms, the “Limited Guarantee”) is being made and delivered as of November 25, 2017 by Altus Capital Partners II, L.P., a Delaware limited partnership (“Guarantor”), to MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), in order to induce the Company to enter into that certain Agreement and Plan of Merger, of even date herewith (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, MG Parent LLC, a Delaware limited liability company and an Affiliate of Guarantor (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the transactions contemplated thereby. Capitalized terms used in this Limited Guarantee but not otherwise defined herein have the meanings given to such terms in the Merger Agreement.
