Exhibit 10.12 LEASE AGREEMENT THIS LEASE AGREEMENT, made this 26th day of June , 1998 by and between MT. BETHEL CORPORATE CENTER c/o Atlantic Development & Management Corp. 30 Technology Drive, P.O. Box 4500 Warren, New Jersey 07059 (hereinafter...Lease Agreement • April 1st, 1999 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
ARTICLE IAgreement and Plan of Merger • March 15th, 2001 • Barringer Technologies Inc • Services-testing laboratories • Delaware
2 3 SECTION 2. Warrants and Issuance of Warrant Certificates.Warrant Agreement • November 1st, 1996 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
2 3 (b) COMPLIANCE WITH SECURITIES ACT, ETC. When the Registration Statement shall become effective and at all times subsequent thereto, up to and including the Closing Date and the Option Closing Date (as such terms are herein defined), and during...Barringer Technologies Inc • October 8th, 1996 • Services-testing laboratories • New York
EXHIBIT 99.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT made on _____________________ between BARRINGER TECHNOLOGIES, INC. (hereinafter called the "Company") and ___________________________ (hereinafter called the "Optionee"), who is an...Stock Option Agreement • April 21st, 1997 • Barringer Technologies Inc • Services-testing laboratories
2 3 (b) COMPLIANCE WITH SECURITIES ACT, ETC. When the Registration Statement shall become effective and at all times subsequent thereto, up to and including the Closing Date and the Option Closing Date (as such terms are herein defined), and during...Barringer Technologies Inc • November 1st, 1996 • Services-testing laboratories • Delaware
EXHIBIT 10-19 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of July 6, 1998, by and between Stanley S. Binder (the "Executive") and Barringer Technologies Inc. (the "Company"). W I T N E S S E T H: WHEREAS, the Company has loaned to the Executive the...Pledge Agreement • April 1st, 1999 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated December 31, 1997, by and between Barringer Technologies Inc. (the "Company") and Stanley S. Binder (the "Executive"), residing...Employment Agreement • March 30th, 1998 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as specified herein, between Barringer Technologies Inc., a Delaware corporation (including any of its subsidiaries, collectively the "Company"), located at 219 South Street, New...Employment Agreement • November 1st, 1996 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
The Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement TRUST UNDER: BARRINGER TECHNOLOGIES INC. SUPPLEMENTAL RETIREMENT PLAN(1) THIS TRUST AGREEMENT, made this 15th day of November, 1999, by and between Barringer Technologies Inc....Trust Agreement • March 24th, 2000 • Barringer Technologies Inc • Services-testing laboratories • New York
UNDERWRITING AGREEMENTBarringer Technologies Inc • August 15th, 1997 • Services-testing laboratories • New York
1 EXHIBIT 10.18 SINGLE TENANT INDUSTRIAL LEASE This Indenture made as of the 27th day of July 1995. BETWEEN: LEHNDORFF MANAGEMENT LIMITED in Its capacity as agent for the Owners (hereinafter called the "Landlord") -and- BARRINGER RESEARCH LIMITED...Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories • Ontario
1 EXHIBIT 10.4 CONSULTING AGREEMENT -------------------- Agreement dated as of the 1st day of January 1991 between Barringer Resources Inc. and John J. Harte (the Consultant). WITNESSETH ----------Consulting Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories
BETWEEN: CANADIAN PATENTS AND DEVELOPMENT LIMITED-SOCIETE CANADIENNE DES BREVETS ET D'EXPLOITATION LIMITEE, a Corporation to which the Government Companies Operation Act applies, having its Head Office at the City of Ottawa in the Province of Ontario...Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories • Ontario
EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated November ___, 1998, by and between Barringer Technologies Inc. (the "Company") and Kenneth S. Wood (the "Executive"), residing at 18 Brookside Drive, Warren, New Jersey...Employment Agreement • April 1st, 1999 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
AMENDED AND RESTATED UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE THIS AGREEMENT OF GUARANTY, dated as of this 1st day of July, 1999, between Barringer Instruments Incorporated, a Delaware corporation, with offices at 30 Technology Drive, Warren, New...Barringer Technologies Inc • March 24th, 2000 • Services-testing laboratories • New Jersey
BARRINGER TECHNOLOGIES INC. NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories
1 EXHIBIT 10.14 DEBENTURE PURCHASE AGREEMENT THIS AGREEMENT, dated as of July 10, 1996, by and between BARRINGER TECHNOLOGIES INC., a Delaware corporation (the "Company"), and _____________________ (the "Purchaser"). W I T N E S S E T H: WHEREAS, in...Debenture Purchase Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories • New York
WITNESSETH:Revolving Credit Loan Agreement • March 20th, 2001 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
EXHIBIT 4.1 STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of August 26, 1998Stockholder Protection Rights Agreement • September 2nd, 1998 • Barringer Technologies Inc • Services-testing laboratories • Delaware
1 EXHIBIT 10.11 TERMINATION AGREEMENT THIS AGREEMENT is made and entered into this ____ day of October, 1996, by and among BARRINGER LABORATORIES, INC., a Delaware corporation ("Barringer"), and BARRINGER TECHNOLOGIES, INC., a Delaware corporation,...Termination Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories • Colorado
UNLIMITED GUARANTY OF PAYMENT AND PERFORMANCE THIS AGREEMENT OF GUARANTY, dated as of this 13th day of March, 1998, between Barringer Instruments, Inc., a Delaware corporation, with offices at 219 South Street, Murray Hill, New Jersey 07974 (, the...Payment and Performance • March 30th, 1998 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This Agreement is made and entered into this 8th day of December, 1995, by and among Barringer Laboratories, Inc., a Delaware corporation ("Buyer"), and Barringer Technologies, Inc., a Delaware corporation...Stock Purchase Agreement • December 27th, 1995 • Barringer Technologies Inc • Measuring & controlling devices, nec • Colorado
April 21, 1997 Barringer Technologies Inc. 219 South Street Murray Hill, New Jersey 07974 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 437,875 shares (the "Option Shares") of common stock,...Barringer Technologies Inc • April 21st, 1997 • Services-testing laboratories
In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 437,875 shares (the "Option Shares") of common stock, par value $.01 per share (the "Common Stock"), of Barringer Technologies Inc., a Delaware corporation (the "Company"), to be issued and sold pursuant to the Company's 1990 Stock Option Plan (the "Plan") and certain individual stock option agreements between the Company and certain of its employees and non-employee directors (the "Agreements"), we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion.
REVOLVING CREDIT NOTEBarringer Technologies Inc • March 30th, 1998 • Services-testing laboratories
The undersigned, BARRINGER TECHNOLOGIES INCORPORATED (the "Maker") hereby promises to pay to the order of FLEET BANK, N.A. (the "Payee") as and when due as set forth in the Loan Agreement (as hereinafter defined) the principal sum of Five Million Dollars ($5,000,000.00) or, if less, the aggregate principal amount (as shown by Payee's records, which shall constitute prima facie evidence thereof) of all advances (collectively, the "Advances") made by Payee under the Revolving Credit provided for in and made pursuant to Section 2.1 of the Revolving Credit Loan Agreement, dated the date hereof, between Maker and Payee (the "Loan Agreement"), which Advances shall be due and payable in full on or before the Revolving Credit Expiration Date, as defined in the Loan Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Loan Agreement.
EXHIBIT 10.7 NON-QUALIFIED STOCK OPTION AGREEMENT (INCLUDING RESTRICTIVE COVENANT) This agreement, made as of the th day of , 1996, by and between Barringer Technologies Inc., a Delaware corporation (the "Company" and ("Optionee"). ARTICLE 1. RECITALS...Non-Qualified Stock Option Agreement • October 8th, 1996 • Barringer Technologies Inc • Services-testing laboratories • Delaware
TOBarringer Technologies Inc • October 8th, 1996 • Services-testing laboratories • New Jersey
COMMON STOCKBarringer Technologies Inc • March 3rd, 1998 • Services-testing laboratories • New York
WITNESSETH:Revolving Credit Loan Agreement and Guaranty • March 20th, 2001 • Barringer Technologies Inc • Services-testing laboratories • New Jersey
EXHIBIT 10.11 [BARRINGER LOGO] 25 July 1997 Mr. Keith Forgues Director General Laboratory and Scientific Service Revenue Canada Customs and Excise 79 Bentley Ave. Ottawa, Ontario K1A OL5 Dear Keith: Reference is hereby made to the Agreement, dated as...Barringer Technologies Inc • August 7th, 1997 • Services-testing laboratories
Exhibit 10.17] [THE BOYLE COMPANY LETTERHEAD] February 20, 1998 Mr. Richard Rosenfeld Chief Financial Officer BARRINGER TECHNOLOGIES 219 South Street New Providence, NJ 07974 RE: LEASE EXTENSION Dear Rich: Pursuant to our telephone conversation...Barringer Technologies Inc • March 3rd, 1998 • Services-testing laboratories
