EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENT FISCHER IMAGING CORPORATIONRights Agreement • November 14th, 2001 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Delaware
AGREEMENTLicense Agreement • April 16th, 1999 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
RECITALSRegistration Rights Agreement • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
CONFIDENTIAL TREATMENT Fischer Imaging Corporation has requested that the portions of this document marked with an asterisk be accorded Confidential Treatment.Confidentiality Agreement • March 31st, 1998 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
RECITALS:Note and Warrant Purchase Agreement • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
Exhibit 10.7 ------------Amendment No. 1 to Agreement • April 1st, 2002 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Ohio
betweenNote and Warrant Purchase Agreement • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
FISCHER IMAGING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This Indemnification Agreement ("Agreement") is effective as of this 29th day of September, 1999, by and between Fischer Imaging Corporation, a Delaware corporation (the "Company"), and Morgan W. Nields ("Indemnitee").
EXHIBIT 5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR...Senior Secured Promissory Note • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
June 29, 2005Retention and Severance Benefits Agreement • August 15th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This letter agreement (this “Agreement”) sets forth certain benefits payable if you remain in the employ of Fischer Imaging Corporation (the “Company”) from and after July 1, 2005 (the “Effective Date”) and in the event of an Involuntary Termination (as defined below) occurring after the date of this Agreement and prior to December 31, 2006.
ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENTAccounts Receivable Financing Modification Agreement • April 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This Accounts Receivable Financing Modification Agreement is entered into as of April 9, 2004, by and between Fischer Imaging Corporation (the "Borrower") and Silicon Valley Bank ("Bank").
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 15th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of December, 2005 (“Effective Date”), by and between Fischer Imaging Corporation, a Delaware corporation (the “Company”), and Steven L. Durnil (“Independent Contractor”).
ASSET PURCHASE AGREEMENT BETWEEN FISCHER IMAGING CORPORATION (“Seller”) ANDAsset Purchase Agreement • June 23rd, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Delaware
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of June 22, 2005 between Fischer Imaging Corporation, a Delaware corporation (“Seller”), and Hologic, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to together herein as the “Parties.”
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 15th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
This Separation and Release Agreement (the “Agreement”) is made between (i) David Kirwan (“Employee”) and (ii) Fischer Imaging Corporation (the “Company”). Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”
ASSET PURCHASE AGREEMENT by and between FISCHER IMAGING CORPORATION as “Seller” and JN PROPERTIES, LLC as “Buyer” Dated as of November 1, 2006Asset Purchase Agreement • November 9th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
EXHIBIT 1 AMENDED JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Fischer Imaging...Joint Filing Agreement • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Fischer Imaging Corporation, and hereby affirm that this Schedule 13D is being filed on behalf of each of the undersigned.
RECITALS:Security Agreement • April 11th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
SETTLEMENT AGREEMENTSettlement Agreement • June 25th, 2002 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
THIS SETTLEMENT AGREEMENT (the "Agreement") is entered into among Fischer Imaging Corporation ("Fischer"), a Delaware corporation, on the one hand, and Thermo Electron Corporation ("Thermo") and Trex Medical Corporation ("Trex"), each a Delaware corporation, on the other hand, effective as of the last date of signature below (the "Effective Date").
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of February 22, 2005 between FISCHER IMAGING CORPORATION and COMVEST INVESTMENT PARTNERS II LLCNote and Warrant Purchase Agreement • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of the 22nd day of February, 2005, is made by and between Fischer Imaging Corporation a Delaware corporation (the "Company") and ComVest Investment Partners II LLC, a Delaware limited liability company ("ComVest").
AMENDMENT NO. 2 TO DISTRIBUTOR AGREEMENTDistributor Agreement • March 15th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
THIS AMENDMENT NO. 2 TO DISTRIBUTOR AGREEMENT (the “Second Amendment”) is made effective as of the 9th day of March 2006 by and between ETHICON ENDO-SURGERY, INC., an Ohio corporation (“EES”), and FISCHER IMAGING CORPORATION, a Delaware corporation (“Fischer”).
CONFIDENTIAL AGREEMENTService Agreement • January 27th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
This Agreement is made as of the 23rd day of January 2006 (the “Effective Date”), between Eastman Kodak Company, having its principal office at 343 State St., Rochester, N.Y. 14650 (“Kodak”) and Fischer Imaging Corporation, having its principal office at 12300 North Grant St., Denver, Co. 80241 (“Fischer”). Fischer and Kodak desire to enter into this Agreement, by which Fischer desires to develop worldwide external service capabilities, both for service delivery and parts supply, for their Mammotest and SenoScan product lines (the “Product” or “Products”).Having an alternative service provider who can satisfy the needs of Fischer’s customers is important to Fischer as it is considering exiting it’s service business. Therefore, Fischer desires to enable Kodak’s service organization to provide these services and Kodak is willing to provide these services as described herein pursuant to the terms and conditions described herein.
AMENDMENT NO. 1 TO DISTRIBUTOR AGREEMENTDistributor Agreement • April 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This AMENDMENT NO. 1 TO DISTRIBUTOR AGREEMENT (the "Amendment") dated as of December 9, 2000 (the "Effective Date"), is by and between Ethicon EndoSurgery, Inc., an Ohio corporation ("EES"), and Fischer Imaging Corporation, a Delaware corporation ("Fischer").
DISTRIBUTOR AGREEMENTDistributor Agreement • April 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
This AGREEMENT ("Agreement") dated as of December 9, 1998, by and between Ethicon Endo-Surgery, Inc., an Ohio corporation ("EES"), and Fischer Imaging Corporation, a Delaware corporation ("Fischer").
LOAN AGREEMENTLoan Agreement • June 23rd, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
LOAN AGREEMENT dated as of June 22, 2005 entered into by and between Hologic, Inc., a Delaware corporation (“Lender”) and Fischer Imaging Corporation, a Delaware corporation (“Borrower”) (as amended, the “Agreement”).
ContractPatent Security Agreement • June 23rd, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
THE TERMS AND CONDITIONS SET FORTH IN THIS PATENT SECURITY AGREEMENT ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG COMVEST INVESTMENT PARTNERS II LLC, HADDOCK, INC. AND FLOUNDER CORPORATION.
INTELLECTUAL PROPERTY LICENSE AGREEMENT MammoTest and SenoScan Equipment ServiceIntellectual Property License Agreement • January 27th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
This License Agreement (“License Agreement”) is entered into and made effective on this 23rd day of January, 2006 (the “Effective Date”), by and between:
ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENTAccounts Receivable Financing Modification Agreement • August 12th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This Accounts Receivable Financing Modification Agreement is entered into as of July 27, 2004, by and between Fischer Imaging Corporation (the "Borrower") and Silicon Valley Bank ("Bank").
Master Purchasing Agreement (Agreement No. P01-000132) between Fischer Imaging 12300 North Grant Street Denver, Colorado 80241 (Hereinafter referred to as “Fischer Imaging”) and Philips Medical Systems Röntgenstrasse 24 22335 Hamburg (hereinafter...Master Purchasing Agreement • November 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 7th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Independent Contractor Agreement (this “Amendment”) is made and entered into as of this day of March, 2006 between (i) Fischer Imaging Corporation, a Delaware corporation (the “Company”) and (ii) Steven L. Durnil (“Independent Contractor”). The Company and Independent Contractor are referred to collectively as the “Parties” and individually as a “Party.”
TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 20th, 2006 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Independent Contractor Agreement (this “Amendment”) is made and entered into as of this 15th day of June, 2006 between (i) Fischer Imaging Corporation, a Delaware corporation (the “Company”) and (ii) Steven L. Durnil (“Independent Contractor”). The Company and Independent Contractor are referred to collectively as the “Parties” and individually as a “Party.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Delaware
VOTING AND SUPPORT AGREEMENT, dated September 27, 2005 (this “Agreement”), between Fischer Imaging Corporation, a Delaware corporation (the “Company”), on the one hand, and Morgan W. Nields, the Robert L. Nields Trust and Florence Wesson Nields Trust (each, a “Stockholder”, and together, the “Stockholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Asset Purchase Agreement (as defined below).
SEPARATION AGREEMENTSeparation Agreement • April 15th, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • Colorado
This Separation Agreement (the "Agreement") is entered into among Fischer Imaging Corp. (the "Company"), SenoLase Inc. ("SenoLase") and Morgan Nields ("Employee").
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 23rd, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
AGREEMENT (this “Agreement”), made and entered into this day of June, 2005, by and among COMVEST INVESTMENT PARTNERS II LLC, a Delaware limited liability company (the “Senior Creditor”), HOLOGIC, INC., a Delaware corporation (the “Junior Creditor”), and FISCHER IMAGING CORPORATION, a Delaware corporation (the “Company”);
AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • June 3rd, 2004 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus
This Amendment to Settlement Agreement (the "Amendment") is entered into among Fischer Imaging Corporation ("Fischer"), a Delaware corporation, on the one hand, and Thermo Electron Corporation ("Thermo") and Trex Medical Corporation ("Trex"), each a Delaware corporation, on the other hand, effective as of the last date of signature below (the "Effective Date").
SECURITY AGREEMENTSecurity Agreement • February 28th, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York
THIS SECURITY AGREEMENT (as from time to time amended, modified, restated, supplemented and in effect, this "Security Agreement") is entered into as of February 22, 2005 by Fischer Imaging Corporation, a Delaware corporation (the "Company"), to and in favor of ComVest Investment Partners II LLC, a Delaware limited liability company (the "Secured Party"), as contemplated in the Note and Warrant Purchase Agreement (the "Purchase Agreement") between the Company and the Secured Party dated of even date herewith.
