Genomic Solutions Inc – AGREEMENT AND PLAN OF MERGER (July 22nd, 2002)EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG HARVARD BIOSCIENCE, INC. ("PARENT"), HAG ACQ. CORP. ("MERGERCO"), AND GENOMIC SOLUTIONS INC. (THE "COMPANY") Dated as of July 17, 2002 ================================================================================ TABLE OF CONTENTS Page
Genomic Solutions Inc – FORM OF VOTING AGREEMENT (July 22nd, 2002)EXHIBIT 99.1 FORM OF VOTING AGREEMENT This Voting Agreement (the "Agreement") is made and entered into as of July __, 2002, by and between __________________, a Delaware corporation ("Parent"), and the undersigned stockholder (the "Stockholder") of _________________, a Delaware corporation (the "Company"). RECITALS A. Concurrently with the execution of this Agreement, Parent, the Company and _____________, a Delaware corporation and a wholly-owned subsidiary of Parent ("Mergerco"), have entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides for the merger (the "Merger") of Company with and into Mergerco. Pursuant to the Merger, shares of common stock of the Company will be converted into common stock of Parent and cash on the basis described in the Merger Agreement. B. The Stockholder is the
Genomic Solutions Inc – SALES, MARKETING AND DISTRIBUTION AGREEMENT (April 1st, 2002)EXHIBIT 10.1(b) SECOND AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT THIS SECOND AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT (the "Second Amendment") is made and entered into as of January 1, 2002 (the "Effective Date"), by and between GENOMIC SOLUTIONS INC., a Delaware corporation ("GSI") and PERKINELMER LIFE SCIENCES, INC., a Delaware corporation and its Affiliates ("PKI"). "Affiliates" of PKI shall mean any person, corporation or other business entity controlled, controlled by or under common control with PKI, with "control" meaning a fifty percent (50%) or greater ownership interest. The following facts underlie this Agreement: Pursuant to a certain Sales, Marketing and Distribution Agreement dated December 14, 1999 (the "Original Agreement"), as amended by a First Amendment to Sales, Marketing and Dis
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 1st, 2002)EXHIBIT 10.32 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of January 1, 2002, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and David Lorenz (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below, which terms supercede and replace the terms and conditions of the Employment Agreement between the Company and the Executive dated effective December 18, 2001; NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 1st, 2002)EXHIBIT 10.31 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 18, 2001, by and between CARTESIAN ACQUIRING CORPORATION, a Delaware corporation (the "Company"), and THOMAS C. TISONE, PH.D. (the "Executive"). RECITALS: A. Pursuant to an Agreement and Plan of Merger dated September 6, 2001, Cartesian Technologies, Inc., a California corporation ("CTI"), has merged with and into the Company (the "Merger"), with the Company as the surviving corporation. B. Executive was a director, shareholder and officer of CTI. C. As a condition to the consummation of the Merger, the parties have agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment.
Genomic Solutions Inc – FIRST AMENDMENT TO LICENSE AGREEMENT (April 1st, 2002)EXHIBIT 10.26(a) FIRST AMENDMENT TO LICENSE AGREEMENT This First Amendment to License Agreement ("Amendment") is made effective as of the 1st day of January, 2002, by and between Genomic Solutions Inc., a Delaware corporation ("GENOMIC") and Affymetrix, Inc., a Delaware corporation ("Affymetrix"). The following facts underlie this Amendment: Pursuant to a certain License Agreement executed December 28, 2000 (the "License Agreement"), GENOMIC obtained a non-exclusive license to practice certain patent and other rights of Affymetrix. The parties now desire to amend the License Agreement pursuant to the terms and conditions of this Amendment. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and in the License Agreement, the parties agree as follows: 1. DEFINITIONS. All
Genomic Solutions Inc – FIFTH AMENDMENT TO LEASE AGREEMENT (April 1st, 2002)10.16(b) FIFTH AMENDMENT TO LEASE AGREEMENT This Fifth Amendment to Lease Agreement ("Fifth Amendment") is entered into between Highland Industrial Properties, L.L.C., a Michigan limited liability company, as Lessor, and Genomic Solutions Inc., as Lessee. RECITALS: A. Pursuant to a certain Lease Agreement dated August 7, 1997, between Lessor and Lessee (f/k/a B. I. Systems Corporation), Lessee leased certain premises located at 4355 Varsity Drive, Suite E, located in the Ann Arbor Commerce Park. Pursuant to four amendments to the Lease, Lessee has leased additional premises from Lessor. The Lease and the first through fourth amendments, of such Lease are collectively referred to as the "Lease." B. Lessee desires to lease additional space from Lessor. C. Based on the foregoing, Lessor and Lessee desire to further amend the Lease in the ma
Genomic Solutions Inc – SUBLEASE OF COMMERCIAL OFFICE SPACE (April 1st, 2002)EXHIBIT 10.35 SUBLEASE OF COMMERCIAL OFFICE SPACE Commercial Park West 2300 Englert Drive, Suite B Durham, NC 27713 This sublease ("Sublease"), dated July 30, 1999 between Digital Recorders, Inc., a North Carolina Corporation, ("Sublessor"), whose mailing address is P.O. Box 14068, RTP, NC, 27709 and Cartesian Technologies, Inc. ("Sublessee"), whose principal office is 17781 Sky Park Circle, Irvine, California, 92614. 1. In consideration of the mutual covenants contained herein, Sublessor hereby leases to Sublessee, and Sublessee hereby leases from Sublessor, 6665 square feet of commercial office space, which is in the building located at 23000 Englert Drive, Suite B, Durham, NC. The Subleased Premises are set forth on the diagram attached hereto as Exhibit "A". 2. The term of this
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (October 9th, 2001)1 EXHIBIT 10.36 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of March 8, 2001, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and GARY A. KENDRA (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Executive shall serve
Genomic Solutions Inc – AMENDMENT NO. 5 TO LETTER LOAN AGREEMENT (October 9th, 2001)1 EXHIBIT 10.12 June 21, 2001 Genomic Solutions Inc. 4355 Varsity Drive, Suite E Ann Arbor, MI 48108 AMENDMENT NO. 5 TO LETTER LOAN AGREEMENT Gentlemen: This letter (this "Amendment"), effective as of June 1, 2001, amends the Letter Loan Agreement dated August 10, 1998 (as amended by the Amendment No. 1 to Letter Loan Agreement dated April 29, 1999, Amendment No. 2 to Letter Loan Agreement dated February 29, 2000 but effective as of September 30, 1999, Amendment No. 3 to Letter Loan Agreement dated March 24, 2000 and Amendment No. 4 to Letter Loan Agreement dated April 28, 2000, the "Agreement") by and between Comerica Bank, a Michigan banking corporation ("Bank"), and Genomic Solutions Inc., a Delaware corporation ("Company"). Terms used and not otherwise defined in this Amendment have the meanings ascribed to them in the Agre
Genomic Solutions Inc – VOTING AGREEMENT (October 2nd, 2001)VOTING AGREEMENT, dated as of September 6, 2001 (this “Agreement”), among those shareholders of Cartesian Technologies, Inc. (the “Company”) listed on Exhibit A hereto (each, a “Shareholder” and, collectively, the “Shareholders”), Genomic Solutions Inc., a Delaware corporation, and Cartesian Acquiring Corporation, a Delaware corporation (“CAP”) (with Genomic Solutions Inc., collectively “GNSL”).
Genomic Solutions Inc – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (October 2nd, 2001)THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of September 28, 2001, by and among GENOMIC SOLUTIONS INC., a Delaware corporation (“Parent”), CARTESIAN ACQUIRING CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquiring Sub”), CARTESIAN TECHNOLOGIES, INC., a California corporation (“Cartesian”), and those shareholders of Cartesian whose names are set forth in the signature blocks to this Agreement (collectively, the “Majority Shareholders”).
Genomic Solutions Inc – STOCK PLEDGE AGREEMENT (May 14th, 2001)1 EXHIBIT 10.1 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made as of April 5, 2001, by and between JEFFREY S. WILLIAMS ("Pledgor") and GENOMIC SOLUTIONS INC., A DELAWARE CORPORATION ("Pledgee"). RECITALS: A. Concurrently herewith, Pledgee has loaned Pledgor Five Hundred Thousand Dollars ($500,000), pursuant to the terms of a Promissory Note dated the same date as this Agreement (the "Note"). B. To induce Pledgee to accept the Note, Pledgor has agreed to secure Pledgor's obligations to Pledgee under the Note (the "Obligations") by granting Pledgee a security interest in 500,000 shares of the callable common stock of Pledgee that are held by Pledgor (the "Stock"), upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows:
Genomic Solutions Inc – PROMISSORY NOTE (May 14th, 2001)1 EXHIBIT 10.2 PROMISSORY NOTE $500,000 ANN ARBOR, MICHIGAN DATED: APRIL 5, 2001 FOR VALUE RECEIVED, JEFFREY S. WILLIAMS, ("Borrower"), promises to pay to the order of GENOMIC SOLUTIONS INC., a Delaware corporation ("Lender"), at 4355 Varsity Drive, Suite E, Ann Arbor, Michigan 48108, or at such other place as Lender may designate in writing, in lawful money of the United States of America the principal sum of Five Hundred Thousand Dollars ($500,000) plus interest as hereinafter provided, on or prior to the earlier to occur of (i) two (2) years from the date of this promissory note (the "Note") and (ii) in the event of termination of Borrower's employment with Lender other than termination by Lender without cause, as that term is used in the Employment Agr
Genomic Solutions Inc – FIRST AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT (April 23rd, 2001)1 EXHIBIT 10.3 FIRST AMENDMENT TO SALES, MARKETING AND DISTRIBUTION AGREEMENT This First Amendment to Sales, Marketing and Distribution Agreement ("Amendment") is made as of this 18th day of April, 2001, by and between Genomic Solutions Inc., a Delaware corporation and PerkinElmer, Inc., a Massachusetts corporation. The following facts underlie this Amendment: Pursuant to a certain Sales, Marketing and Distribution Agreement dated December 14, 1999 (the "Agreement"), Genomic Solutions Inc. appointed PerkinElmer, Inc. as it representative to promote, market and distribute its products. The parties desire to amend the Agreement pursuant to the terms and conditions of this Amendment. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and in the Agreement, the parties agree as follows:
Genomic Solutions Inc – SETTLEMENT AND RELEASE AGREEMENT (April 23rd, 2001)1 EXHIBIT 10.2 SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into as of April 18, 2001, by and among PerkinElmer, Inc., a Massachusetts corporation, ("PerkinElmer") and each of the members of the Board of Directors of Genomic Solutions Inc., a Delaware corporation (the "Corporation"), Jeffrey S. Williams, Robert G. Shepler, J. Matthew Mackowski, Daniel J. Mitchell, Dr. Damion E. Wicker and P. Nicholas King (collectively, the "Directors"). RECITALS A. PerkinElmer has asserted claims against the Corporation and the Directors in the lawsuit captioned Civil Action No. 18671 filed in the Court of Chancery in the State of Delaware on February 12, 2001 (the "Lawsuit"). B. Simultaneously with the execution and delivery of this Agreement, PerkinElmer and the Corporatio
Genomic Solutions Inc – SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT (April 23rd, 2001)1 EXHIBIT 10.1 SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT THIS SETTLEMENT, RELEASE AND STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of April 18, 2001, by and among PerkinElmer, Inc., a Massachusetts corporation, ("Shareholder") and Genomic Solutions Inc., a Delaware corporation (the "Corporation"). RECITALS A. Shareholder owns 1,269,841 shares of the Corporation's issued and outstanding common stock, which shares represent 100% of the issued and outstanding common stock of the Corporation. B. Shareholder and the Corporation are parties to that certain Investment Agreement dated December 14, 1999, as amended on April 20, 2000 (the "Investment Agreement"), setting forth, among other things, the agreement of the parties thereto with respect to the call (the "Call"), as that term is defined in the Corpora
Genomic Solutions Inc – SECOND AMENDMENT TO LEASE AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.16(a) SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment shall be a part of the original Lease Agreement with an effective date of July 22, 1998, between DART CONTAINER CORPORATION OF MICHIGAN, a Michigan corporation ("Landlord"), and GENOMIC SOLUTIONS, INC., a Delaware corporation ("Tenant"), covering the premises known as Lot 4A, Oakwood Executive Park, more commonly known as 3120 Sovereign Drive, Suite A, Lansing, Michigan 48911. The original Lease Agreement has a Commencement Date of July 22, 1998, and has a Termination Date of July 21, 2003. Tenant, in addition to Lot 4A, will also be leasing Lot 4B for the remainder of the lease term. Lease payments for Lot 4B will be as follows: $2,436.75 per month from July 1, 2000 through June 30, 2001 $2,511.16 per month from July 1, 2001 through June 30, 2002 $2,585.52 per month from July 1,
Genomic Solutions Inc – FOURTH ADDENDUM TO LEASE (April 2nd, 2001)1 EXHIBIT 10.17(a) FOURTH ADDENDUM TO LEASE This agreement shall serve as the fourth Addendum to the Lease dated August 7, 1997, by and between Highland Industrial Properties L.L.C., (Lessor) and Genomic Solutions, Inc., formerly know as B.I. Systems Corp. (Lessee), for office and warehouse space located at 4355 Varsity Drive Suite "F" and 4401 Varsity Drive Suite "F," Ann Arbor, Michigan. Lessor and Lessee hereby agree to this Fourth Addendum to Lease on the following terms and conditions: 1. Lessor agrees to Lease to Lessee and Lessee agrees to Lease from Lessor an additional 6,689 square feet of office and warehouse space at 4401 Varsity Drive, Suite "F." After the effective date of this Fourth Addendum to Lease, Lessee shall have Leased a total square footage of 21,165 square feet comprised of 4355 Varsity, Suite "F" at 14,476 square feet and 4401 Varsity,
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 1, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and STEVEN J. RICHVALSKY (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Executi
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 1, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and SHANNON M. RICHEY (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Executive
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.27 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 1, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and ANDREW A. JAKIMCIUS (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Executiv
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.26 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 1, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and MICHAEL P. KUREK (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Executive s
Genomic Solutions Inc – THE LEASE (April 2nd, 2001)1 EXHIBIT 10.20(b) THE LEASE Lessor: Office Kitawaki Y.K. Lessee: Genomic Solutions K.K. Lease Office: Takanawa Katsurazaka Bldg. 1F 12-24, Takanawa 2-Chome, Minato-ku, Tokyo 108-0074 (268.93 m2) Lease Term: For 2 years between March 15th 2000 and March 14th 2002 Deposit: (Y)8,083,800.- Rental Fee: (Y)808,380/month (without consumption tax) Common Service Fee: (Y)314,370/month (without consumption tax) Consumption Tax: Rental Fee, Common service fee and Public utility charges such as Electricity and Water charge are taxable (5%). Date: March 1, 2000 Lessor: Office Kitawaki Y.K. 12-24, Takanawa 2-chome, Minato-ku, Tokyo Representative Director Hideo KIT
Genomic Solutions Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 1, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation (the "Company"), and CHRISTINE M. ETHIER (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to continue the employment of the Executive, and the Executive desires to continue to be employed by the Company, on the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executive accepts the employment, on the terms and subject to the conditions set forth below. During the term of employment hereunder, the Execut
Genomic Solutions Inc – ADDENDUM TO EMPLOYMENT AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.6(a) ADDENDUM TO EMPLOYMENT AGREEMENT Reference is made to the Employment Agreement (the "Agreement") effective as of January 1, 2000 between Jeffrey S. Williams ("Williams") and Genomic Solutions Inc. (the "Company"). The parties have determined that the Agreement described shall be modified, effective January 1, 2001, and such modifications shall be binding on Williams and the Company. Except as expressly modified by this addendum, the Agreement remains in full force and effect. 3. Devotion to the Company's Business. Williams shall devote his entire productive time, ability and attention to the business of the Company during the term of this Agreement; however, the expenditure of reasonable amounts of time for various charitable and other community activities, or to Williams own personal investments and projects, pro
Genomic Solutions Inc – THE LEASE (April 2nd, 2001)1 EXHIBIT 10.20(a) THE LEASE - THE MEMORANDUM OF RENEWAL - Date: April 7th, 2000 Lease Term: For 2 years between May 1st, 2000 and April 30th, 2002. Lease Office: Gotanda Chuo Bldg. 2F 3-5, Higashi-Gotanda 2-chome, Shinagawa-ku, Tokyo (150.84 m2) Lessor: CHUO TOCHI K.K. 5-3, Yaesu 1-chome, Chuo-ku, Tokyo Representative Director Tadao KATSUTA Lessee: Genomic Solutions K.K. 3-5, Higashi-Gotanda 2-chome, Shinagawa-ku, Tokyo Representative Director Motonori AKAHORI
Genomic Solutions Inc – LICENSE AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.30 LICENSE AGREEMENT between AFFYMETRIX, INC. and GENOMIC SOLUTIONS INC. 2 CONTENTS -------- 1. DEFINITIONS.................................................................................... 2 2. GRANTS......................................................................................... 7 3. FEES........................................................................................... 11 4. RECORDS, ACCOUNTS AND PAYMENTS................................................................. 14 5. DURATION OF AGREEMENT.......................................................................... 16
Genomic Solutions Inc – SUBLEASE AND SERVICE AGREEMENT (April 2nd, 2001)1 EXHIBIT 10.18 SUBLEASE AND SERVICE AGREEMENT THIS AGREEMENT is made and entered into by and between Advanced Modular Power Systems, Inc., a corporation ("Sublessor") and Genomic Solutions, Inc., a corporation ("Sublessee") as of January 1, 2001. This Agreement also has a signed and executed Appendix which is made a part of this Agreement. WITNESSETH: WHEREAS, Sublessor presently leases the following described premises under that certain Master Lease dated January 1, 1999, between Highland Industrial Properties, L.L.C., as Landlord, (hereinafter called "Landlord") and Sublessor as tenant (hereinafter the "Lease"), a copy of which Lease has been received by Sublessee: 2250 square feet of space (includes allocation of common areas) at 4370 Varsity Drive, Ann Arbor, Michigan 48108, including one (1) office and twelve (12) cubicles (hereinafter the "Premises"); and WHEREAS, Subless
Genomic Solutions Inc – 1998 STOCK OPTION PLAN (April 2nd, 2001)1 EXHIBIT 10.3(a) SECOND AMENDMENT TO GENOMIC SOLUTIONS INC. 1998 STOCK OPTION PLAN THIS SECOND AMENDMENT to the GENOMIC SOLUTIONS INC. 1998 STOCK OPTION PLAN (the "Plan") is made on March 8, 2001, but effective as of May 5, 2000. WHEREAS, the Plan provides that option grants to officers of Genomic Solutions Inc. (the "Company") shall not be exercisable for a period of six months from the date of grant; WHEREAS, this provision was included in the original version of the Plan as a safeguard to ensure compliance with Rule 16b-3 of the Rules and Regulations promulgated under the Securities and Exchange Act of 1934, as amended; WHEREAS, it is not necessary for option grants to officers to not be exercisable for six months, so long as the option grant is otherwise exempt under Rule
Genomic Solutions Inc – BUSINESS LOAN AGREEMENT (May 4th, 2000)1 EXHIBIT 10.31 SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT THIS SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT (the "Agreement") is made as of April 28, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation ("GSI"), GENOMIC SOLUTIONS, LTD., a United Kingdom corporation ("Genomic UK"), GENOMIC SOLUTIONS, K.K., a Japanese corporation ("Genomic Japan", and together with GSI and Genomic UK, the "Borrowers"), WHITE PINES LIMITED PARTNERSHIP I, a Michigan limited partnership "WPLP"), PACIFIC CAPITAL, L.P., a Delaware limited partnership ("Pacific"), and CHASE VENTURE CAPITAL ASSOCIATES, a California limited partnership ("Chase", and together with WPLP and Pacific, the "Requisite Lenders"). RECITALS: A. Borrowers and Requisite Lenders are parties to a Business Loan Agreement dated October 28, 1
Genomic Solutions Inc – [COMERICA LOGO]MASTER REVOLVING NOTE (May 4th, 2000)1 EXHIBIT 10.14(d) EXHIBIT A [COMERICA LOGO]MASTER REVOLVING NOTE Variable Rate-Maturity Date-Optional Advances (Business and Commercial Loans Only) ======================================================================================================== AMOUNT NOTE DATE MATURITY DATE TAX IDENTIFICATION NUMBER $32,000,000 April , 2000 July 1, 2001 38-3383038 ------ ---------------------------------------------------------------------------------------------------- ON THE MATURITY DATE, as stated above, for value received, the undersigned promise(s) to pay to the order of Comerica Bank ("Bank"), at any office of the Bank in the State of Michigan, Thirty Two Million
Genomic Solutions Inc – CORRECTED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (May 4th, 2000)1 EXHIBIT 3.6 CORRECTED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENOMIC SOLUTIONS INC. A DELAWARE CORPORATION GENOMIC SOLUTIONS INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended, does hereby certify: ONE: The corporation's original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 5, 1997, an Amended and Restated Certificate was filed on December 24, 1997, as amended May 22, 1998 and January 24, 2000, and the Second Amended and Restated Certificate was filed on May 2, 2000. TWO: This Corrected Second Amended and Restated Certificate of Incorporation restates and amends the provisions of the Second Amended and Restated Certificate of Incorporation, as amended, of this corporation and
Genomic Solutions Inc – BUSINESS LOAN AGREEMENT (May 4th, 2000)1 EXHIBIT 10.30 THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT THIS THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT (the "Amendment") is made as of April 28, 2000, by and between GENOMIC SOLUTIONS INC., a Delaware corporation ("GSI"), GENOMIC SOLUTIONS, LTD., a United Kingdom corporation ("Genomic UK"), GENOMIC SOLUTIONS, K.K., a Japanese corporation ("Genomic Japan", and together with GSI and Genomic UK, the "Borrowers"), WHITE PINES LIMITED PARTNERSHIP I, a Michigan limited partnership "WPLP"), PACIFIC CAPITAL, L.P., a Delaware limited partnership ("Pacific"), and CHASE VENTURE CAPITAL ASSOCIATES, a California limited partnership ("Chase", and together with WPLP and Pacific, the "Requisite Lenders"). RECITALS: A. Borrowers and Requisite Lenders are parties to a Business Loan Agreement dated April 23, 1999,
Genomic Solutions Inc – THIS WARRANT AND THE WARRANT SHARES HAVE (May 2nd, 2000)1 EXHIBIT 4.9(b) Date of Issuance: October 13, 1998 Warrant No. ____ THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE AMENDED AND RESTATED CALLABLE WARRANT TO PURCHASE CALLABLE COMMON STOCK OF GENOMIC SOLUTIONS INC. THIS CERTIFIES THAT, for value received, ESA, Inc., a Massachusetts corporation (the "Holder"), is entitled to purchase from Genomi
