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
SUREBEAM CORPORATION (a Delaware corporation) 6,700,000 Shares of Class A Common Stock PURCHASE AGREEMENT Dated: February -, 2001 TABLE OF CONTENTSSurebeam Corp • February 21st, 2001 • Special industry machinery (no metalworking machinery) • New York
RECITALSContribution Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSSurebeam Corp • August 14th, 2001 • Special industry machinery (no metalworking machinery)
RECITALSExchange Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
WARRANTSurebeam Corp • October 23rd, 2003 • Special industry machinery (no metalworking machinery)
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.
RECITALSIndemnity Agreement • December 5th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • Delaware
RECITALSLicense Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
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
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....Credit Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
RECITALSStrategic Alliance Agreement • April 1st, 2002 • Surebeam Corp • Special industry machinery (no metalworking machinery)
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...Surebeam Corp • August 14th, 2000
RECITALSTax Allocation Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
RECITALSCorporate Services Agreement • October 6th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT AND CONTRACT FOR PURCHASE AND SALE OF EQUIPMENT AND SERVICESSenior Secured Credit Agreement • March 31st, 2003 • Surebeam Corp • Special industry machinery (no metalworking machinery) • California
AND AGREEMENT FOR PURCHASE OF ANAgreement • October 11th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery)
AND AGREEMENT FOR PURCHASE OF ANSurebeam Corp • January 10th, 2001 • 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)
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”).
ContractSurebeam Corp • December 5th, 2002 • 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.
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 WEINERTAgreement • December 5th, 2000 • Surebeam Corp • Special industry machinery (no metalworking machinery)
JOINT VENTURE AND STRATEGIC PARTNERING AGREEMENTPartnering Agreement • January 31st, 2001 • Surebeam Corp • Special industry machinery (no metalworking machinery)
RECITALSQuota Purchase Agreement • April 1st, 2002 • 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 BorrowerBorrower Copyright Security 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
FORM OF TAX SHARING AND DISAFFILIATION AGREEMENTSharing 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”).
RECITALSSurebeam Corp • April 1st, 2002 • Special industry machinery (no metalworking machinery) • California
Exhibit 99.1 [SUREBEAM Corporation Letterhead] October 22, 2003 The Titan Corporation 3033 Science Park Road San Diego, California 92121-1199 Re: Consent to Equity Transaction To Whom It May Concern: As we discussed, SureBeam Corporation (the...Surebeam Corp • October 23rd, 2003 • Special industry machinery (no metalworking machinery)
As we discussed, SureBeam Corporation (the "Company") intends to enter into a definitive purchase agreement with respect to the private placement sale by the Company of approximately 1,000 shares of Series A Convertible Preferred Stock of the Company (the "Preferred Stock"), at $7,500 per share, to investors. The Preferred Stock will be convertible into shares of the Company's Class A Common Stock, at a conversion price equal of $0.95 per share of Common Stock, or an aggregate of approximately 7,500,000 shares. As part of the transaction, the Company will also issue warrants to the same investors to purchase an aggregate of approximately 3,750,000 shares of the Company's Class A Common Stock, at an exercise price of $1.00 (the sale of Preferred Stock and the issuance of the warrants to purchase Class A Common Stock are collectively referred to as the "Transaction").
