Faro Technologies Inc Sample Contracts

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Agreement and Plan of Merger • January 31st, 2002 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Loan Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
FORM OF
Stock Option Agreement • November 26th, 1997 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
UNDERWRITING AGREEMENT
Faro Technologies Inc • September 15th, 1997 • Measuring & controlling devices, nec • Florida
ARTICLE II INVESTOR'S REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • New York
AGREEMENT
Agreement • August 16th, 2001 • Faro Technologies Inc • Measuring & controlling devices, nec • Pennsylvania
RECITALS:
Registration Rights Agreement • November 13th, 2003 • Faro Technologies Inc • Measuring & controlling devices, nec • New York
RECITALS
Acquisition Agreement • May 22nd, 1998 • Faro Technologies Inc • Measuring & controlling devices, nec
5.50% Convertible Senior Notes due 2028
Faro Technologies Inc • January 24th, 2023 • Measuring & controlling devices, nec • New York

INDENTURE, dated as of January 24, 2023, between FARO Technologies, Inc., a Florida corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • October 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Indemnification Agreement (“Agreement”) is made as of ________, 20__ by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).

EXHIBIT 4.2 FORM OF FARO TECHNOLOGIES, INC. 1997 EMPLOYEE STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Plan Stock Option Agreement • November 26th, 1997 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 21st day of December, 2016 by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and Robert E. Seidel (“Executive”), to be effective as of December 16, 2016 (the “Effective Date”).

Exhibit 99 ----------
Faro Technologies Inc • July 6th, 2004 • Measuring & controlling devices, nec
FORM OF OFFICER INDEMNIFICATION AGREEMENT
Form of Officer Indemnification Agreement • October 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Indemnification Agreement (“Agreement”) is made as of ___________, 20__ by and between FARO Technologies, Inc., a Florida corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”).

FARO TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2008 • Faro Technologies Inc • Measuring & controlling devices, nec

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into effective as of November 7, 2008 by and between FARO Technologies, Inc. (the “Company”) and KEITH S. BAIR (the “Executive”). This Agreement amends and restates in its entirety the Employment Agreement dated as of December 5, 2006 between the Company and the Executive. The Company believes that an effective and stable management team is essential to promoting the best interests of the Company and its shareholders. Given the Executive’s strong performance and diligent work efforts, the Company wishes to assure Executive’s continued services in the event of a change of control. As a change in control of the Company may adversely affect Executive’s employment security the Company desires to provide an incentive for the Executive to remain employed with the Company during the period leading up to any such change of control, and to encourage the Executive to devote full and continued attention to the bu

AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • February 26th, 2010 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

THIS AMENDED AND RESTATED LEASE AGREEMENT, hereinafter referred to as the “Lease”, is hereby made by and between EMMA INVESTMENTS, LLC, a Florida limited liability company, hereinafter referred to as the “Lessor”, whose address is Post Office Box 941618, Maitland, Florida 32794, and FARO TECHNOLOGIES, INC., a Florida corporation, hereinafter referred to as the “Lessee” whose address is 250 Technology Park, Lake Mary, Florida 32746.

FARO Technologies 2004 Equity Incentive Plan Incentive Stock Option Award Agreement
Incentive Stock Option Award Agreement • May 2nd, 2008 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of a nonqualified stock option (the “Option”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Participating Employee named above, pursuant to the provisions of the Plan.

WITNESSETH
Business Lease • August 6th, 1997 • Faro Technologies Inc
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LEASE AGREEMENT
Lease Agreement • November 3rd, 2008 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS LEASE (the “Lease”) made and entered into as of this day of August, 2008 by and between NB MS NEBC LLC, a Delaware limited liability company, having a business address at 60 State Street, Suite 1500, Boston, Massachusetts 02109 (the “Landlord”) and FARO TECHNOLOGIES, INC., a Florida corporation having a business address at 125 Technology Park, Lake Mary, Florida 32746 (the “Tenant”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FARO TECHNOLOGIES, INC. AND KEITH S. BAIR
Employment Agreement • February 25th, 2011 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AMENDMENT (this “Amendment”) to the Amended and Restated Employment Agreement between FARO Technologies, Inc. and Keith S. Bair, dated as of November 7, 2008 (the “Agreement”) was made and entered into this 14th day of December, 2010.

AMENDMENT TO THE FARO TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN FARO TECHNOLOGIES, INC. AND JAY FREELAND
Employment Agreement • April 8th, 2009 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AMENDMENT (this “Amendment”) to the Amended and Restated Employment Agreement between FARO Technologies, Inc. and Jay Freeland, dated as of November 7, 2008 (the “Agreement”) was made and entered into this 2nd day of April, 2009.

FARO Technologies, Inc. 2014 Incentive Plan Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • August 2nd, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Grantee named above, on the date indicated above, pursuant to the provisions of the Plan.

FARO Technologies 2004 Equity Incentive Plan Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 20th, 2007 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS AGREEMENT evidences the grant of shares of restricted stock (the “Restricted Stock”) by FARO Technologies, Inc., a Florida corporation (the “Company”), to the Non-Employee Director named above, pursuant to the provisions of the Plan.

JOINT MARKETING AND SALES AGREEMENT
Joint Marketing and Sales Agreement • September 15th, 2010 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This JOINT MARKETING AND SALE AGREEMENT (the “Agreement”) is entered into by and between FARO TECHNOLOGIES, INC., a Florida corporation (“FARO”), and CARL ZEISS IMT CORPORATION, a New York corporation (“Zeiss”), as of the 14th day of September, 2010 (the “Effective Date”).

STOCK PURCHASE AGREEMENT BY AND AMONG FARO TECHNOLOGIES, INC., LASER PROJECTION TECHNOLOGIES, INC., AND THE OTHER PARTIES LISTED ON THE SIGNATURE PAGES HERETO Dated as of August 26, 2016
Stock Purchase Agreement • August 30th, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec • Delaware

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 26, 2016, by and among (i) FARO Technologies, Inc., a Florida corporation (the “Buyer”), (ii) Laser Projection Technologies, Inc., a Delaware corporation (“LPT”), (iii) each of the signatories hereto in the capacity of a Seller (each, a “Seller”, and collectively, the “Sellers”), and (iv) Steven P. Kaufman, in the capacity of the Seller Representative (as defined herein). Buyer, LPT, the Sellers and the Seller Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • December 7th, 2015 • Faro Technologies Inc • Measuring & controlling devices, nec

This Transition and Separation Agreement (this “Agreement”), dated this 4th day of December, 2015, is entered into by and between FARO Technologies, Inc. (the “Company”), and Jay W. Freeland (“Freeland”).

To FARO FNH Netherlands Holdings B.V. Luna ArenA, Herikerbergweg 238
Quota Purchase Agreement • July 19th, 2018 • Faro Technologies Inc • Measuring & controlling devices, nec
TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 11th, 2016 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Transition and Separation Agreement (this “Agreement”), dated this 10th day of March, 2016, is entered into by and between FARO Technologies, Inc. (the “Company”), and Laura A. Murphy-Wolf (“Murphy”).

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 24th, 2009 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Second Amendment”) is entered into as of the 22nd day of April, 2009, by and between FARO TECHNOLOGIES, INC., a Florida corporation (“Borrower”), and SUNTRUST BANK, a Georgia banking corporation (“Bank”) for the purpose of amending the Amended and Restated Loan Agreement dated as of July 11, 2006, between Borrower and Bank, amended by the First Amendment to Amended and Restated Loan Agreement dated as of November 21, 2008 (such Amended and Restated Loan Agreement as so amended being referred to herein as the “Original Agreement”).

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT
Lease Agreement • May 16th, 2014 • Faro Technologies Inc • Measuring & controlling devices, nec

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (this “First Amendment”) is dated as of May 14, 2014. The parties to this First Amendment are EMMA INVESTMENTS, LLC, a Florida limited liability company (“Lessor”) and FARO TECHNOLOGIES, INC., a Florida corporation (“Lessee”).

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