Greatbatch, Inc. ▼

                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT AND PLAN OF MERGER ("Merger Agreement" or
"Agreement") dated as of March 16, 2004, by and among NANOGRAM DEVICES
CORPORATION ("NDC") , a Delaware corporation having its principal executive
office at 46774 Lakeview Drive, Fremont, California 94538; WILSON GREATBATCH
TECHNOLOGIES, INC. ("Purchaser"), a Delaware corporation having its principal
executive office at 9645 Wehrle Drive, Clarence, New York 14031; and PLUTO
ACQUISITION CORPORATION ("Merger Sub") , . . .

                          AGREEMENT AND PLAN OF MERGER

         AGREEMENT AND PLAN OF MERGER ("Merger Agreement" or "Agreement") dated
as of April 28, 2007, by and among ENPATH MEDICAL, INC. ("Enpath") , a Minnesota
corporation having its principal executive office at 2300 Berkshire Lane North,
Minneapolis, Minnesota, 55441, GREATBATCH, LTD. ("Purchaser"), a New York
corporation having its principal executive office at 9645 Wehrle Drive,
Clarence, New York 14031; CHESTNUT ACQUISITION CORPORATION ("Merger Sub"), a
Minnesota corporation  . . .

ASSET PURCHASE AGREEMENT

        THIS AGREEMENT (the "Agreement") is made as of the 18th day of June, 2001, by and among WILSON GREATBATCH TECHNOLOGIES, INC., a Delaware corporation ("WGT") and GB ACQUISITION CO., INC., a Delaware corporation (the "Purchaser"); and MAXWELL TECHNOLOGIES, INC., a Delaware corporation ("Maxwell") and MAXWELL ELECTRONIC COMPONENTS GROUP, INC., a California corporation ("Seller").

BACKGROUND STATEMENT

        Seller desires to sell to Purchaser, and Purchaser desires to purchase  . . .

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT, dated October 29, 2007, is by and
between GREATBATCH LTD., a New York corporation and its wholly owned subsidiary,
CARDINAL ACQUISITION CORPORATION, a Delaware corporation with a principal place
of business at 9645 Wehrle Drive, Clarence, New York 14031 (collectively,
"Purchaser") and QUAN EMERTEQ, LLC, a Minnesota limited liability company with a
principal place of business at 10675 Naples Street NE, Blaine, Minnesota 55449
("Seller").

                                    . . .

Adopted December 17, 2002

BY-LAWS

OF

RIO GRANDE REGIONAL HOSPITAL, INC.

ARTICLE I

OFFICES

The principal office of the Corporation shall be designated from time to time by the Board of Directors. The Corporation may have offices in addition to its principal place of business as the business of the Corporation may require from time to time.

The registered office of the Corporation may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

SECTION 1.  . . .

WILSON GREATBATCH TECHNOLOGIES, INC.
CHANGE OF CONTROL AGREEMENT
 

        AGREEMENT by and between Wilson Greatbatch Technologies, Inc. ("WGT"), a Delaware corporation (the "Company"), and _________________________ (the "Executive"), dated as of the seventeenth day of December, 2001.

        The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat  . . .

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made by and between GREATBATCH INC., a Delaware
corporation, with an office at 9645 Wehrle Drive, Clarence, New York 14031 (the
"Corporation") and THOMAS J. HOOK, residing at 9540 Lakestone Ct., Clarence, NY
14031 (the "Executive").

     Introductory Statement. The Executive has previously served as Executive
Vice President and Chief Operating Officer of the Corporation under an offer of
employment letter dated August 9, 2004, and as President of the Corporation
since June 2005. The  . . .

                                LICENSE AGREEMENT

Between the party

                           MEDTRONIC, INC.,

                           a Minnesota Corporation with its principal offices in
                           Minneapolis, Minnesota, U.S.A., hereinafter together
                           referred to with its Subsidiaries as "MEDTRONIC",

And the party

                           WILSON GREATBATCH LTD.,

                           a New York corporation with its principal offices in
                           Clarence, New York, U.S.A., hereinafter  . . .

          REGISTRATION RIGHTS AGREEMENT dated as of May 28, 2003 among Wilson Greatbatch Technologies, Inc., a Delaware corporation (the "Company"), and Morgan Stanley  . . .

                          REGISTRATION RIGHTS AGREEMENT

                                      among

                                GREATBATCH, INC.,

                                   as Issuer,

                                       and

                  EACH OF THE INITIAL PURCHASERS PARTY HERETO,

                              as Initial Purchasers

                           Dated as of March 28, 2007





         REGISTRATION RIGHTS AGREEMENT dated as of March 28, 2007 among
Greatbatch, Inc., a Delaware corporation (the "Company"), and each of  . . .

STOCK PURCHASE AGREEMENT

Dated July 9, 2002

By and Among

WILSON GREATBATCH TECHNOLOGIES, INC.
(a Delaware corporation),

GLOBE TOOL AND MANUFACTURING COMPANY, INC.
(a Minnesota corporation),

CHARTER OAK PARTNERS
(a Connecticut limited partnership)

and

THE OTHER SHAREHOLDERS

OF

GLOBE TOOL AND MANUFACTURING COMPANY, INC.

STOCK PURCHASE AGREEMENT

        THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 9, 2002, is by and among WILSON GREATBATCH TECHNOLOGIES, INC., a Delaware corporation having an address at 10,000 Wehrle  . . .

                            STOCK PURCHASE AGREEMENT

                               Dated July 31, 2000

                                  By and Among

                      WILSON GREATBATCH TECHNOLOGIES, INC.
                            (a Delaware corporation),

                            BATTERY ENGINEERING, INC.
                          (a Massachusetts corporation)

                                       and

                              HITACHI MAXELL, LTD.
                            (a Japanese corporation)





<PAGE>


                       . . .

                             STOCKHOLDERS AGREEMENT


        THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into and
effective as of August 7, 2000 among Wilson Greatbatch Technologies, Inc., a
Delaware corporation (the "Company"), DLJ Merchant Banking Partners II, L.P., a
Delaware limited partnership ("DLJ Partners II"), DLJMB Funding II, Inc., a
Delaware corporation ("DLJ Funding II"), DLJ Merchant Banking Partners II-A,
L.P., a Delaware limited partnership ("DLJ Partners II-A"), DLJ Diversified
Partners, L.P., a Delaware  . . .

                             STOCKHOLDERS AGREEMENT

      This STOCKHOLDERS AGREEMENT (this "Agreement") is entered into and
effective as of August 23, 1999 among WGL Holdings, Inc., a Delaware
corporation (the "Company"), DLJ Merchant Banking Partners II, L.P., a
Delaware limited partnership ("DLJ Partners II"), DLJMB Funding II, Inc., a
Delaware corporation ("DLJ Funding II"), DLJ Merchant Banking Partners II-A,
L.P., a Delaware limited partnership ("DLJ Partners II-A"), DLJ Diversified
Partners, L.P., a Delaware limited partnership ( . . .