SUREBEAM CORPORATION (a Delaware corporation) 6,700,000 Shares of Class A Common Stock PURCHASE AGREEMENT Dated: February -, 2001 TABLE OF CONTENTSPurchase Agreement • February 21st, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery) • New York
ARTICLE 3 REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • October 23rd, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSLicense Agreement • October 31st, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
BETWEENMemorandum of Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • Texas
RECITALSContribution Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSExchange Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
AND AGREEMENT FOR PURCHASE OF ANJoint Venture Agreement • January 31st, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 23, 2003, by and among SureBeam Corporation, a Delaware corporation (the "Company"), and the purchasers identified...Registration Rights Agreement • October 23rd, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSLease Amendment • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSLicense Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
EXHIBIT 1Joint Filing Agreement • December 5th, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery)
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
RECITALSStrategic Alliance Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
RECITALSTax Allocation Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSIndemnification Agreement • December 5th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • Delaware
RECITALSCorporate Services Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
Exhibit 10.8 [LOGO] Industrial Real Estate Lease (Multi-Tenant Facility) CBC Commercial Real Estate Group, Inc. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of this Lease...Industrial Real Estate Lease • August 14th, 2000 • Surebeam Corp
BUILDING LEASEBuilding Lease • August 14th, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
Exhibit 10.24 FIRST AMENDMENT TO SUB-LEASE AGREEMENT CLOVERLEAF COLD STORAGE CO. - THE TITAN CORPORATION THIS AGREEMENT is entered into effective as of February 1, 2001. It amends that certain sub-lease agreement (the "Sub-Lease") entered into...Sub-Lease Agreement • February 21st, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
TITAN) HAWAII PRIDE LLC, JOHN W. CLARK AND ERIC WEINERT AMENDED AND RESTATED AGREEMENT #3 AMONG SUREBEAM CORPORATION, THE TITAN CORPORATION, HAWAII PRIDE LLC, JOHN W. CLARK AND ERIC WEINERTPurchase Agreement • December 5th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery)
SUREBEAM CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE OR NONSTATUTORY STOCK OPTIONS) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, SureBeam Corporation (the...Stock Option Agreement • October 31st, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2002, by and among SureBeam Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractSecurities Agreement • December 5th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
RECITALSStrategic Alliance Agreement • August 14th, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
Exhibit 10.37 March 29, 2002 SureBeam Corporation 3033 Science Park Road San Diego, California 92121-1199 Attention: David Rane, Chief Financial Officer Re: Surebeam Corporation/ Revolving Facility ---------------------------------------- Dear Mr....Revolving Facility Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
JOINT VENTURE AND STRATEGIC PARTNERING AGREEMENTJoint Venture and Strategic Partnering Agreement • January 31st, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
SENIOR SECURED CREDIT AGREEMENT, dated as of August 2, 2002, between THE TITAN CORPORATION as the Lender, and SUREBEAM CORPORATION as the BorrowerSenior Secured Credit Agreement • February 3rd, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
THIS SENIOR SECURED CREDIT AGREEMENT, dated as of August 2, 2002, is between SUREBEAM CORPORATION, a Delaware corporation (the “Borrower”), and THE TITAN CORPORATION, a Delaware corporation (the “Lender”).
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406Sub-Lease Agreement • January 10th, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80 (B)(4), 200.83 AND 230.406 CONTRACT FOR PURCHASE AND SALE OF EQUIPMENT AND SERVICES This Contract for Purchase and Sale of Equipment and Services (the Contract is made and entered into...Contract for Purchase and Sale of Equipment and Services • January 10th, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
WARRANTSecurities Agreement • October 23rd, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery)
FORM OF TAX SHARING AND DISAFFILIATION AGREEMENTTax Sharing and Disaffiliation Agreement • August 14th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
Tax Sharing And Disaffiliation Agreement dated as of August 2, 2002, by and between The Titan Corporation, a Delaware corporation (“Titan”), and SureBeam Corporation, a Delaware corporation (“SureBeam”).
SUBLEASE AGREEMENTSublease Agreement • August 14th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • Nebraska
THIS SUBLEASE AGREEMENT (“Sublease”) is entered into as of this 2nd day of August 2002, by and between The Titan Corporation, a Delaware corporation (“Sublandlord”), and SureBeam Corporation, a Delaware corporation (“Subtenant”).
REIMBURSEMENT AGREEMENTReimbursement Agreement • August 14th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is made as of this 2nd day of August, 2002, by and between The Titan Corporation, a Delaware corporation (“Titan”), and SureBeam Corporation, a Delaware corporation (“SureBeam”).
EMPLOYEE BENEFITS AGREEMENT BETWEEN THE TITAN CORPORATION AND SUREBEAM CORPORATION August 5, 2002Employee Benefits Agreement • August 14th, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
THIS EMPLOYEE BENEFITS AGREEMENT (“Agreement”), dated as of August 5,, 2002, is by and between THE TITAN CORPORATION (“TITAN”) and SUREBEAM CORPORATION (“SUREBEAM”).
SUREBEAM CORPORATION NONSTATUTORY STOCK OPTION PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTIONS) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, SureBeam Corporation (the "Company") has granted you...Stock Option Agreement • October 31st, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
