COMMON STOCK OFWarrant Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
EXHIBIT 4.2 INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. Stock Option Agreement PART I --NOTICE OF GRANT Employee's Name: Kshitij Mohan ------------------------------------ Employee's Address: ------------------------------------Stock Option Agreement • February 26th, 2003 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of the 26th day of April, 2005, by and between IRIS INTERNATIONAL, INC., a Delaware corporation ("PARENT"), and Blitz 05-047 GmbH (future...Asset Purchase Agreement • June 9th, 2005 • Iris International Inc • Laboratory analytical instruments • California
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made as of July 5, 2000 by and among Applied Imaging Corp., a Delaware corporation ("BUYER"), Perceptive Scientific Instruments, LLC, a Delaware limited liability company...Asset Purchase Agreement • August 14th, 2000 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 2.1 * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2 MERGER AGREEMENTMerger Agreement • April 7th, 2006 • Iris International Inc • Laboratory analytical instruments • California
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of the 3rd day of April, 2006 (the "EFFECTIVE DATE") between IRIS International, Inc., a Delaware corporation (the "COMPANY"),...Registration Rights Agreement • April 7th, 2006 • Iris International Inc • Laboratory analytical instruments • California
IRIS INTERNATIONAL, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF [___], 201___ SENIOR DEBT SECURITIESIndenture • November 10th, 2010 • Iris International Inc • Laboratory analytical instruments • California
Exhibit 10.1 ------------ SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of April 19, 2004, by and among IRIS International, Inc., a Delaware corporation (the "Company"), and the...Securities Purchase Agreement • April 26th, 2004 • Iris International Inc • Laboratory analytical instruments • New York
W I T N E S S E T H:Registration Rights Agreement • January 21st, 1997 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
EXHIBIT 10.8(q) SUBORDINATION AGREEMENT This Subordination Agreement ("Agreement"), dated as of March 14, 2001, is entered into between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and DIGITAL IMAGING TECHNOLOGIES, INC., a...Subordination Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 11.1(a) BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 10.8(n) AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT This Amendment Number Six to Loan and Security Agreement ("Amendment") is entered into on March 14, 2001, by and among FOOTHILL CAPITAL CORPORATION, a California corporation...Loan and Security Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
2- 3 3. COST OF ISSUANCES. The Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates or replacement Warrants, except for any transfer tax or other...Stock Purchase Warrant • March 31st, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF JANUARY 21, 2000 TABLE OF CONTENTSRights Agreement • January 26th, 2000 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
1 EXHIBIT 10.12 [FOOTHILL CAPITAL CORP. LETTERHEAD] March 30, 1998 Mr. Martin S. McDermut Vice President, CFO International Remote Imaging Systems 9162 Eton Avenue Chatsworth, CA 91311 Re: Letter of Intent Dear Mr. McDermut: In accordance with our...Letter of Intent • March 31st, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
W I T N E S S E T H:Securities Purchase Agreement • January 21st, 1997 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
AMENDMENT TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
1 EXHIBIT 10.3(b) PATENT LICENSE AGREEMENT This Patent License Agreement (the "Agreement") is entered into as of April 1, 1997 by and between International Remote Imaging Systems, Inc., a Delaware corporation ("IRIS"), and TOA Medical Electronics Co.,...Patent License Agreement • March 31st, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 10.10(l) AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT This Amendment Number Two to Loan and Security Agreement ("Amendment") is entered into as of March 19, 1999, by and between FOOTHILL CAPITAL CORPORATION, a California corporation...Loan and Security Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 10.9(A) DECEMBER 4, 2002 Mr. Kshitij Mohan, Ph.D. 25 Berman Woods Court Potomac, MD 20854 Dear Dr. Mohan, This letter is intended to memorialize the terms under which you ("YOU") have agreed to commit to full-time employment with International...Employment Agreement • March 31st, 2003 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 11.1(c) COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
KEY EMPLOYEE AGREEMENT FOR ROBERT MELLOKey Employee Agreement • November 14th, 2007 • Iris International Inc • Laboratory analytical instruments • California
EXHIBIT 10.1 DATE TO: Cesar Garcia, CEO CC: Audit Committee of the Board RE: RESIGNATION AS CHIEF FINANCIAL OFFICER Gentlemen: This letter confirms our agreement regarding my change of status with IRIS and my continuing services to the Company after...Resignation Agreement • May 17th, 2006 • Iris International Inc • Laboratory analytical instruments
EXHIBIT 10.2 AMENDMENT #1 dated October 17, 2005, for reference purposes only, to Lease Agreement dated November 28, 2001 by and between NORTHPARK INDUSTRIAL, as Lessor and IRIS INTERNATIONAL, INC., formerly known as INTERNATIONAL REMOTE IMAGING...Lease Agreement • November 18th, 2005 • Iris International Inc • Laboratory analytical instruments
1 Annex I to Securities Purchase Agreement THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR...Securities Purchase Agreement • January 21st, 1997 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
EXHIBIT 10.2 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • July 14th, 2008 • Iris International Inc • Laboratory analytical instruments
AMENDMENT TO COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
BORROWER: INTERNATIONAL REMOTE LENDER: CALIFORNIA BANK & TRUST IMAGING SYSTEMS, INC. COMMERCIAL LOAN CENTER 9162 ETON AVENUE 550 SOUTH HOPE STREET, CHATSWORTH, CA 91311 SUITE 300 LOS ANGELES, CA 90071Commercial Guaranty • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
CONTINUING GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, STATSPIN, INC. ("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO CALIFORNIA BANK & TRUST ("LENDER") OR ITS ORDER, IN LEGAL TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY. THE OBLIGATIONS OF GUARANTOR UNDER THIS GUARANTY ARE CONTINUING.
AMONGLoan and Security Agreement • May 15th, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 10.1(b) [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("Lease"),...Standard Industrial/Commercial Single-Tenant Lease • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 10.7(A) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE SECURITIES LAWS OR "BLUE SKY" LAWS OF ANY STATE AND HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS...Note Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 16th, 1996 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
CREDIT AGREEMENT dated as of July 27, 2011 among IRIS INTERNATIONAL, INC., as Borrower, The Lenders Party Hereto, as the Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • July 28th, 2011 • Iris International Inc • Laboratory analytical instruments • California
CREDIT AGREEMENT, dated as of July 27, 2011, among IRIS INTERNATIONAL, INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
1 EXHIBIT 10.7(d) October 4, 1997 Dr. Thomas F. Kelley StatSpin 85 Morse St. Norwood, MA 02062 Dear Tom, Recognizing 1) your desire to scale back your activities now and your eventual departure from StatSpin, and 2) the desire of both parties to...Employment Agreement • March 31st, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 10.14 TECHNOLOGY LICENSE AGREEMENT This TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is made and entered into as of September 29, 1995, by and between Poly U/A Systems, Inc., a Delaware corporation ("PSI"), and International Remote Imaging...Technology License Agreement • November 13th, 1995 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
