FORM OF I-FLOW CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
BY AND AMONGStock Purchase Agreement • October 4th, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.8 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of the Effective Date, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa...Loan and Security Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
EXHIBIT 10.12 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2000 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
EXHIBIT 1.1 2,600,000 SHARES I-FLOW CORPORATION SHARES OF COMMON STOCK $0.001 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2004 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.11 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: I-FLOW CORPORATION ADDRESS: 20202 WINDROW DRIVE LAKE FOREST, CALIFORNIA 92630 DATED: MARCH 2, 1998 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK...Loan Agreement • January 7th, 1999 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus
AS TENANT 2 LEASE INDEXLease Agreement • April 25th, 1997 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
BY AND AMONGAgreement and Plan of Merger • March 6th, 1998 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • Michigan
EXHIBIT 10.15 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "AMENDMENT"), is made effective as of April 1, 2003, by and among INFUSYSTEM, INC., a California corporation, having an address at 1551 East Lincoln Avenue,...Loan Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
EXHIBIT 10.1 I-FLOW CORPORATION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 2, 2003, by and between I-Flow Corporation, a Delaware corporation (the "COMPANY"), and each of the investors...Securities Purchase Agreement • September 3rd, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4.5 WARRANT TO PURCHASE STOCK THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF...I Flow Corp /De/ • August 14th, 2003 • Surgical & medical instruments & apparatus • California
C L A U S E S:Lease Agreement • March 16th, 2005 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
EXHIBIT 10.14 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment"), is made as of April 1,2002, by and among INFUSYSTEM, INC., a California corporation, having an address at 1551 East Lincoln Avenue, Madison...Loan Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
EXHIBIT 4.1 RIGHTS AGREEMENT This Rights Agreement (the "Agreement") is made and entered into as of March 8, 2002, by and between I-Flow Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York...Rights Agreement • March 13th, 2002 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.13 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: I-FLOW CORPORATION DATE: JANUARY 30, 2004 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank ("Bank") and the borrower named above (the "Borrower"). The...Loan Agreement • March 15th, 2004 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
RECITALSRegistration Rights Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF MERGER among KIMBERLY-CLARK CORPORATION, BOXER ACQUISITION, INC. and I-FLOW CORPORATION Dated as of October 8, 2009Agreement and Plan of Merger • October 9th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 8, 2009, is by and among KIMBERLY-CLARK CORPORATION, a Delaware corporation (“Parent”), BOXER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and I-FLOW CORPORATION, a Delaware corporation (the “Company”).
RECITALSStock Purchase Agreement • November 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus
EXHIBIT 10.13 LOAN AGREEMENT THIS LOAN AGREEMENT is made as of March 31, 2000, by and among INFUSYSTEM, INC., a California corporation, having an address at 1551 East Lincoln Avenue, Madison Heights, Michigan 48071 ("BORROWER"), I-FLOW CORPORATION, a...Loan Agreement • August 14th, 2003 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Michigan
I-FLOW LOGO]Employment Agreement • March 30th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT -------------------- AGREEMENT dated as of September 6, 1996 by and between I-Flow Corporation (the "Company"), having its principal address at 2532 White Road, Irvine, CA 92614 and James J. Dal Porto ("Employee")....Employment Agreement • March 31st, 1997 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
BACKGROUNDAgreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
2 3 1.10 Escrow Agreement. "Escrow Agreement" shall have the meaning given such term in Section 4.3(b) hereof.License and Transfer Agreement • March 28th, 1996 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
RECITALSMerger Agreement • August 3rd, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus
AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROLI Flow Corp /De/ • February 26th, 2008 • Surgical & medical instruments & apparatus
THIS AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROL (this “Amendment #2) is made and entered into as of the 21st day of February, 2008 (the “Effective Date”) by and between JAMES R. TALEVICH, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).
AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROLI Flow Corp /De/ • March 1st, 2006 • Surgical & medical instruments & apparatus
THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between DONALD M. EARHART, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2008 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
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.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • October 16th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 15, 2009, is made by and between I-Flow Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company (as successor-in-interest to American Stock Transfer & Trust Company, a New York corporation), as rights agent (the “Rights Agent”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement (as defined below).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 9th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of October 8, 2009 (this “Agreement”), is among Kimberly-Clark Corporation , a Delaware corporation (“Parent”), Boxer Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Merger Sub and I-Flow Corporation , a Delaware corporation (the “Company”).
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between JAMES J. DAL PORTO, an individual (“Dal Porto”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).
EXHIBIT 10.37 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: I-FLOW CORPORATION ADDRESS: 20202 WINDROW DRIVE LAKE FOREST, CALIFORNIA 92630 DATED AS OF: APRIL 29, 2006 THIS AMENDMENT TO LOAN AGREEMENT is entered into between Silicon Valley...Loan Agreement • May 3rd, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
BACKGROUNDEmployment Agreement • August 14th, 2001 • I Flow Corp /Ca/ • Surgical & medical instruments & apparatus • California
FIRST AMENDMENT TO LEASELease • October 30th, 2009 • I Flow Corp /De/ • Surgical & medical instruments & apparatus
THIS AMENDMENT, dated this 8th day of February, 2007, between IPERS NIMBUS OAKS — OREGON, INC., a Delaware corporation (“Landlord”) and ACRYMED INCORPORATED, an Oregon corporation (“Tenant”), for the premises located in the City of Beaverton, County of Washington, State of Oregon, commonly known as 9540 S.W. Nimbus Avenue, Beaverton, Oregon 97008 (the “Premises”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • February 20th, 2008 • I Flow Corp /De/ • Surgical & medical instruments & apparatus • California
THIS NONCOMPETITION AGREEMENT, dated as of February 15, 2008 (this “Agreement”), is by and among I-Flow Corporation, a Delaware corporation (the “Parent”), AcryMed Incorporated, an Oregon corporation and wholly owned subsidiary of the Parent (the “Company”), and Bruce L. Gibbins, a natural person (“Stockholder”).
