1 EXHIBIT A VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JULY __, 2004 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS...Warrant Agreement • July 23rd, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
ANDMerger Agreement • December 18th, 1997 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
AMENDMENT NO. 7 TO THE REVOLVING CREDIT AGREEMENT AMENDMENT NO. 7 (this "Amendment"), dated as of November 5, 1999, to the Credit Agreement, dated as of March 18, 1998, by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the...Revolving Credit Agreement • December 29th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
WITNESSETH:Registration Rights Agreement • July 19th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
andRights Agreement • May 20th, 1998 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
EXHIBIT 10.27Asset Purchase Agreement • October 31st, 2003 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
RECITALSAsset Purchase Agreement • January 19th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Minnesota
INDEMNIFICATION AGREEMENT (the "Agreement") dated as of April 2, 2002 ROBOTIC VISION SYSTEMS INC., a Delaware corporation (including any successors thereto, the "Company") and PAT V. COSTA ("Indemnitee").Indemnification Agreement • January 14th, 2003 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Massachusetts
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 27th, 2001 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Massachusetts
THE SECURITY INTERESTS GRANTED HEREBY ARE SUBJECT AND SUBORDINATE TO THE SENIOR SECURITY INTERESTS IN THE SAME COLLATERAL GRANTED TO PNC BANK NA PURSUANT TO THAT CERTAIN REVOLVING CREDIT AND SECURITY AGREEMENT DATED AS OF APRIL 28, 2000 BY AND BETWEEN...Security Agreement • January 14th, 2003 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
EXHIBIT 10.26Loan Agreement • January 13th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • California
ANDCredit Agreement • January 19th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.12 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2002 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
AMENDMENT NO. 3 AND FORBEARANCE TO AND UNDER THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 28th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2002 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
andRights Agreement • May 20th, 1998 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
4- 5 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.Securities Purchase Agreement • February 24th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
RECITALSLicense Agreement • January 19th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 10.23Registration Rights Agreement • January 13th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of February 20, 2004, between Robotic Vision Systems, Inc., a Delaware corporation (the "Company"), and SF Capital Partners Ltd., a British Virgin Islands company...Subscription Agreement • February 23rd, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
RECITALSRevolving Credit and Security Agreement • August 20th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 20, 1995 (this "Agreement"), by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation ("Parent"), RVSI SECOND ACQUISITION CORP., a Delaware corporation and a wholly owned...Merger Agreement • November 2nd, 1995 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
AMENDMENT NO. 1 AND WAIVER NO. 2 TO AND UNDER THE CREDIT AGREEMENTCredit Agreement • June 17th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF ROBOTIC VISION SYSTEMS, INC. (THE "COMPANY") THAT THIS...Common Stock Warrant • February 23rd, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
2 3 statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. No representation and warranty is made in this subsection (b), however,...Underwriting Agreement • January 19th, 2000 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF ROBOTIC VISION SYSTEMS, INC. (THE "COMPANY") THAT THIS...Common Stock Warrant • July 19th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
2- 4 substantially all of the assets of the Corporation, (iii) the date any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's...Warrant Agreement • February 24th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
Exhibit 10.30 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of July 23, 2004, between Robotic Vision Systems, Inc., a Delaware corporation (the "Company"), and the subscriber whose name appears on the signature page hereof...Subscription Agreement • August 6th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 1, 1996 (this "Agreement"), by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation ("Parent"), RVSI FOURTH ACQUISITION CORP., a Delaware corporation and a wholly owned...Merger Agreement • October 9th, 1996 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.9 SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • December 27th, 2001 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control
FOR VALUE RECEIVED, the undersigned Robotic Vision Systems, Inc.(successor by merger to CiMatrix LLC, Acuity Imaging LLC, Systemation Engineered Products, Inc., Vanguard Automation, Inc. and Northeast Robotics LLC) (each a "Borrower" and collectively "Borrowers"), jointly and severally, by this promissory note (hereinafter, called this "Note"), absolutely and unconditionally promise to pay to the order of PNC Bank, National Association (hereinafter, together with its successors in title and assigns, called the "Bank"), the principal sum of Ten Million Dollars ($10,000,000), or so much thereof as shall have been advanced by the Bank to the Borrowers by way of Advances under the Credit Agreement (as hereinafter defined) and shall remain outstanding, such payment to be made as hereinafter provided, and to pay interest on the principal sum outstanding hereunder from time to time from the date hereof until the said principal sum or the unpaid portion thereof shall have become due and payabl
ANDRevolving Credit and Security Agreement • May 12th, 2000 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.20Securities Purchase Agreement • January 13th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 19, 1999, by and among ROBOTIC VISION SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and each of the...Securities Purchase Agreement • July 23rd, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN...Note • January 13th, 2004 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 (this "Amendment"), dated as of June 26, 1998, to the Credit Agreement, dated as of March 18, 1998, by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the "Borrower"), the Lenders...Credit Agreement • June 17th, 1999 • Robotic Vision Systems Inc • Industrial instruments for measurement, display, and control • New York
