Exhibit 10.36 Silicon Valley Bank Loan and Security Agreement Borrower: APPLIED IMAGING CORP. Address: 2380 Walsh Avenue Santa Clara, CA 95051 Date: September 28, 2001 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON...Loan and Security Agreement • November 13th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
Accessways" all unadopted roads driveways service areas forecourts paths entrances exits lifts corridors lobbies landings stairways and other accessways which form part of the Centre at any time during the Term "Advance Payments" the quarterly advance...Lease • March 31st, 1999 • Applied Imaging Corp • Surgical & medical instruments & apparatus
APPLIED IMAGING CORP. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS -----------------Stock Purchase Agreement • July 28th, 1998 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of ______________, by and among Applied Imaging Corp., a Delaware corporation (the "Company"), and the investors listed on Schedule I hereto ("Investors"). ---------- 1. Purchase and Sale of...Stock Purchase Agreement • January 25th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
AGREEMENT ---------Employment Agreement • March 25th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
AGREEMENT ---------Employment Agreement • March 25th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
EXHIBIT 10.32 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of June 22, 2000, by and between Applied Imaging Corp. and Applied Imaging International Limited (collectively, the "Borrower") and Silicon Valley Bank...Loan Modification Agreement • March 30th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus
EXHIBIT 4.2 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the ______ day of ______, 1999, by and between Applied Imaging Corp., a Delaware corporation, located at 2380 Walsh Road, Bldg....Stock Purchase Agreement • January 25th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of January 28, 2002, by and among Applied Imaging Corp., a Delaware corporation (the "Company"), and the investors listed on Schedule I hereto ("Investors"). ----------Stock Purchase Agreement • March 27th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
ANDPreferred Shares Rights Agreement • June 5th, 1998 • Applied Imaging Corp • Surgical & medical instruments & apparatus • Delaware
Exhibit 10.47 Silicon Valley Bank Amendment to Loan Documents Borrower: APPLIED IMAGING CORP. Address: 2380 Walsh Avenue Santa Clara, CA 95051 Dated as of September 3, 2003 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank...Loan Agreement • October 31st, 2003 • Applied Imaging Corp • Surgical & medical instruments & apparatus
EXHIBIT 10.1 APPLIED IMAGING CORP. STOCK AND WARRANT PURCHASE AGREEMENT May 22, 1997 TABLE OF CONTENTS -----------------Stock and Warrant Purchase Agreement • June 4th, 1997 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
EXHIBIT 10.8(b) [Commerce Communities Letterhead] December 08, 1998 Mike Braden c/o Applied Imaging 2380 Walsh Avenue Santa Clara, CA 95051 Re: Lease renewal 2380 Walsh Ave., Santa Clara, CA Dear Mike: This letter will serve as our written agreement...Lease Extension Agreement • March 31st, 1999 • Applied Imaging Corp • Surgical & medical instruments & apparatus
EXHIBIT 10.29 [LETTERHEAD OF COMMERCE COMMUNITIES] November 16, 2000 Barry Hotchkies c/o Applied Imaging 2380 Walsh Ave. Santa Clara, CA 95051 Re: Lease renewal 2380 Walsh Ave., Santa Clara, CA Dear Barry: This letter will serve as our written...Lease Extension • March 30th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENETIX GROUP PLC, ALPINE MERGER CORPORATION AND APPLIED IMAGING CORP. Dated as of August 31, 2006Merger Agreement • September 1st, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 31, 2006, by and among Genetix Group plc (“Parent”), Alpine Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Applied Imaging Corp., a Delaware corporation (the “Company”).
APPLIED IMAGING CORP. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of April 13, 2004, by and among APPLIED IMAGING CORP., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
EXHIBIT 10.35 LOAN MODIFICATION AGREEMENT The Loan Modification Agreement is entered into as of June 21, 2001, by and among Applied Imaging Corp. and Applied Imaging International Limited (collectively, the "Borrower") and Silicon Valley Bank...Loan Modification Agreement • August 10th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus
FORM OF WARRANT]Warrant Agreement • April 14th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus • New York
Applied Imaging Corp., a Delaware corporation (the “Company”), hereby certifies that, for value received, [ ] or its registered assigns (including permitted transferees, the “Holder”), is entitled to purchase from the Company up to a total of [ ] shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.70 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after October 13, 2004 (the “Initial Exercise Date”) through and including October 13, 2009 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant is one of a series of similar warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of the Original Issue Date, by and among the Company, the Holder and certain other investors (the
RECITALS --------Intellectual Property Mortgage and Security Agreement • July 25th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
PURCHASE AGREEMENTPurchase Agreement • March 16th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 10th day of March, 2006 by and among Applied Imaging Corp., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG GENETIX GROUP PLC ALPINE MERGER CORPORATION and APPLIED IMAGING CORP.Agreement and Plan of Merger • November 6th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus
This Amendment No. 3 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 31, 2006, and as amended, by and among Genetix Group PLC (“Parent”), Alpine Merger Corporation (“Merger Sub”), and Applied Imaging Corp. (“Company”), (the “Merger Agreement”) is made and entered into as of November 2, 2006, by and among Parent, Merger Sub, and the Company. Parent, Merger Sub and the Company shall be referred to hereinafter collectively as the “Parties.”
PREFERRED SHARES RIGHTS AGREEMENTPreferred Shares Rights Agreement • April 5th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.37 Silicon Valley Bank Amendment to Loan Documents Borrower: APPLIED IMAGING CORP. Address: 2380 Walsh Avenue Santa Clara, CA 95051 Date: September 28, 2001 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK...Loan Agreement • November 13th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus
Limited Waiver and Amendment to Loan DocumentsLoan Amendment • March 29th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrowers named above (jointly and severally, the “Borrower”).
INDUSTRIAL LEASE AGREEMENT Between Landlord: DMV SUB 4, LLC a Delaware limited liability company And Tenant: APPLIED IMAGING CORP. a Delaware corporation Dated: January 27, 2004Industrial Lease Agreement • April 5th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
THIS INDUSTRIAL LEASE AGREEMENT (hereinafter called the “Lease”) is made and entered into as of the date appearing on the first page hereof by and between the Landlord and Tenant identified above.
Exhibit 2.1 ASSET PURCHASE, LICENSE, AND DISTRIBUTION AGREEMENT BY AND BETWEENAsset Purchase, License, and Distribution Agreement • July 30th, 1999 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
APPLIED IMAGING CORP. VOTING AGREEMENT Dated as of August 31, 2006Voting Agreement • September 1st, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 31, 2006, by and among Genetix Group plc, a United Kingdom public limited company (“Parent”), and the undersigned stockholder (the “Stockholder”) of Applied Imaging Corp., a Delaware corporation (the “Company”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
Exh. 10.21 PATENT LICENSE AND MATERIAL TRANSFER AGREEMENT This Agreement is made by and between Cambridge University Technical Services Ltd at The Old Schools, Trinity Lane, Cambridge, Great Britain CB2 TS, hereinafter referred to as "University", and...Patent License and Material Transfer Agreement • March 31st, 1998 • Applied Imaging Corp • Surgical & medical instruments & apparatus
Amendment to Loan DocumentsLoan Agreement • April 5th, 2004 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
Silicon Valley Bank Amendment to Loan DocumentsLoan Agreement • October 30th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
Silicon Valley Bank Amendment to Loan DocumentsLoan Agreement • March 29th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrowers named above (jointly, severally and collectively “Borrower”).
EXHIBIT 10.34 STANDARD INDUSTRIAL LEASEStandard Industrial Lease • August 10th, 2001 • Applied Imaging Corp • Surgical & medical instruments & apparatus
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 10th day of March, 2006 by and among Applied Imaging Corp., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
AMENDMENT TO LOAN DOCUMENTSLoan Agreement • March 29th, 2006 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT to Loan Documents (this “Amendment”) is entered into as of February 22, 2006, by and between, on the one hand, SILICON VALLEY BANK, a California corporation (“Bank”), and, on the other hand, APPLIED IMAGING CORP., a Delaware corporation (“Applied Imaging”), and CIRCULATING TUMOR CELLS, INC., a Delaware corporation (“CTC”) (individually and collectively, and jointly and severally, “Borrower”). Borrower’s chief executive office is located at 120 Baytech Drive, San Jose, CA 95134.
Silicon Valley Bank Amendment to Loan DocumentsLoan Agreement • October 30th, 2002 • Applied Imaging Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
