EXHIBIT 10.9 ASSET PURCHASE AGREEMENT Dated as of December 18, 1998Asset Purchase Agreement • June 26th, 2001 • Omnicell Inc /Ca/ • Electronic computers • Illinois
COMMON STOCKPurchase Agreement • August 3rd, 2001 • Omnicell Inc /Ca/ • Electronic computers • Minnesota
LEASE BETWEENLease • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers
OMNICELL, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 25, 2020 0.25% Convertible Senior Notes due 2025Indenture • September 25th, 2020 • OMNICELL, Inc • Electronic computers • New York
INDENTURE dated as of September 25, 2020 between OMNICELL, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
OMNICELL, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • November 3rd, 2017 • OMNICELL, Inc • Electronic computers • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between OMNICELL, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
OMNICELL, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • November 3rd, 2017 • OMNICELL, Inc • Electronic computers • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between OMNICELL, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
OMNICELL, INC. and EQUISERVE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of February 6, 2003Rights Agreement • February 14th, 2003 • Omnicell Inc /Ca/ • Electronic computers • Delaware
THIS RIGHTS AGREEMENT (“Agreement”), dated as of February 6, 2003, between OMNICELL, INC., a Delaware corporation (the “Company”), and EQUISERVE TRUST COMPANY, N.A. (“Rights Agent”).
STRATEGIC ALLIANCE AGREEMENT APRIL 17, 2000Strategic Alliance Agreement • June 13th, 2000 • Omnicell Com /Ca/ • Electronic computers • New York
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2007 • OMNICELL, Inc • Electronic computers • New York
OMNICELL, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENTDebt Securities Warrant Agreement • November 3rd, 2017 • OMNICELL, Inc • Electronic computers • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between OMNICELL, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
RECITALSIndemnification Agreement • April 20th, 2000 • Omnicell Com /Ca/ • Delaware
EXHIBIT 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER...Warrant Agreement • June 26th, 2001 • Omnicell Inc /Ca/ • Electronic computers • California
WITNESSETH:Employment Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • California
DISTRIBUTION AGREEMENTDistribution Agreement • November 3rd, 2017 • OMNICELL, Inc • Electronic computers • New York
EXHIBIT 4.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • Illinois
EXHIBIT 10.17 PROGRAM AGREEMENT THIS PROGRAM AGREEMENT ("Agreement") is dated as of ___________, 1999 by and between GENERAL ELECTRIC COMPANY, acting through GE HEALTHCARE FINANCIAL SERVICES ("GE"), a New York corporation, with an address at Suite...Program Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • California
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"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease - Net • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers
EXHIBIT 4.4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Warrant Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • California
EXHIBIT 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Warrant Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • California
Dealer Name] [Dealer Address]Call Option Transaction • September 25th, 2020 • OMNICELL, Inc • Electronic computers • New York
Mountain View, CA 94043 Attention: Peter Kuipers, Executive Vice President and Chief Financial Officer Attention: Dan Johnston, Executive Vice President and Chief Legal and Administrative Officer
EXHIBIT 10.5 MASTER ASSIGNMENT AGREEMENT This Master Assignment Agreement ("Agreement") is dated as of ____________,1994 and is by and between Americorp Financial, Inc., a Michigan corporation, having an address at 20300 West 12 Mile Road, Suite 202,...Master Assignment Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • California
OMNICELL.COM AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 20th, 2000 • Omnicell Com /Ca/ • California
EXHIBIT 10.6 PREMIER PURCHASING PARTNERS, L.P. GROUP PURCHASING AGREEMENTGroup Purchasing Agreement • March 14th, 2001 • Omnicell Com /Ca/ • Electronic computers • Illinois
CREDIT AGREEMENT dated as of September 25, 2013, by and among OMNICELL, INC., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing LenderCredit Agreement • September 26th, 2013 • OMNICELL, Inc • Electronic computers • New York
CREDIT AGREEMENT, dated as of September 25, 2013, by and among OMNICELL, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
ARTICLE I ENGAGEMENTService Agreement • August 3rd, 2001 • Omnicell Inc /Ca/ • Electronic computers • California
OMNICELL, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 27th, 2002 • Omnicell Inc /Ca/ • Electronic computers • California
THIS CERTIFIES THAT, for value received, ASCENSION HEALTH VENTURES, LLC with its principal office at 4600 Edmundson Road, St. Louis, MO 63134 or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from OMNICELL, INC., a Delaware corporation, with its principal office at 1101 East Meadow Drive, Palo Alto, CA 94303 (the “Company”) up to One Hundred Seventy-Three Thousand Four Hundred Ten (173,410) shares of Common Stock of the Company (the “Stock”).
OMNICELL, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 22, 2024 1.00% Convertible Senior Notes due 2029Indenture • November 25th, 2024 • Omnicell, Inc. • Electronic computers • New York
INDENTURE dated as of November 22, 2024 between OMNICELL, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EXHIBIT 10.4 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET (Do not use this form for Multi- Tenant Property) 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for...Lease Agreement • April 20th, 2000 • Omnicell Com /Ca/
MASTER LEASE/LOAN PURCHASE PROGRAM AGREEMENTMaster Lease/Loan Purchase Program Agreement • May 9th, 2006 • Omnicell Inc /Ca/ • Electronic computers • California
This MASTER LEASE/LOAN PURCHASE PROGRAM AGREEMENT, dated and effective as of April 3, 2006 (“Effective Date”), is made and entered into by and between Omnicell, Inc., a Delaware corporation (“Omnicell”) and General Electric Capital Corporation, a Delaware (“Buyer”) (each individually, a “Party,” and collectively, the “Parties”) and includes the General Terms and Conditions and all Schedules, Attachments, Exhibits, and Riders hereto as specified below.
LEASE BY AND BETWEENLease Agreement • August 7th, 2003 • Omnicell Inc /Ca/ • Electronic computers • California
This Lease is dated as of the lease reference date specified in Section A of the Summary of Basic Lease Terms and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
STOCK PURCHASE AGREEMENT among:Stock Purchase Agreement • November 29th, 2016 • OMNICELL, Inc • Electronic computers • Delaware
THIS STOCK PURCHASE AGREEMENT is made and entered into as of November 28, 2016, by and among: Omnicell, Inc. a Delaware corporation (the “Purchaser”); Ateb, Inc., a North Carolina corporation (the “US Company”); Ateb Canada Ltd., an Ontario corporation (the “Canadian Company” and, together with the US Company, the “Acquired Companies”); each of the stockholders and option holders appearing, respectively, on the signature pages hereto as a “Selling Stockholder” (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) or as an “Optionholder” (each, an “Optionholder” and, collectively, the “Optionholders”, and, together with the Selling Stockholders, the “Selling Parties”), as applicable; and Kilpatrick Law Group, PLLC, as the Stockholders’ Agent (as defined in Section 10.1). Capitalized terms used in this Agreement are defined or referenced in Exhibit A.
RECITALSCollaborative Solutions Provider Agreement • August 3rd, 2001 • Omnicell Inc /Ca/ • Electronic computers • California
LEASE AGREEMENT BY AND BETWEEN MIDDLEFIELD STATION ASSOCIATES, LLC a Delaware limited liability company AS LANDLORD AND OMNICELL, INC., a Delaware corporation AS TENANTLease Agreement • March 8th, 2012 • OMNICELL, Inc • Electronic computers • California
THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease”.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 18th, 2024 • Omnicell, Inc. • Electronic computers • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of November 18, 2024, is entered into by and among OMNICELL, INC., a Delaware corporation (the “Borrower”), each Lender party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement.
Re: Scott Seidelmann Separation Agreement Dear Scott:Separation Agreement • November 9th, 2023 • Omnicell, Inc. • Electronic computers
This letter sets forth the substance of the separation agreement (the “Agreement”) that Omnicell, Inc. (the “Company”) is offering to you to aid in your employment transition.
