BioArray Solutions LTD Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

This REGISTRATION RIGHTS AGREEMENT, dated August 19, 2011 (this “Agreement”), is entered into by and between IVD Acquisition Corporation, a Georgia corporation (the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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SECURITY AGREEMENT dated as of August 19, 2011 among which on the Closing Date shall be merged with and into IMMUCOR, INC., with Immucor, Inc. surviving such merger as the Borrower, as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO...
Security Agreement • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

This SECURITY AGREEMENT, dated as of August 19, 2011 (this “Agreement”), among IVD ACQUISITION CORPORATION, a Georgia corporation (which on the Closing Date shall be merged with and into IMMUCOR, INC., a Georgia corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”)), IVD INTERMEDIATE HOLDINGS B INC., a Delaware corporation (“Holdings”), the Subsidiary Guarantors hereto and CITIBANK, N.A., as Administrative Agent.

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

This Management Services Agreement (this “Agreement”) is entered into as of August 19, 2011 by and among IVD Acquisition Corporation, a Georgia corporation (“Merger Sub”), IVD Intermediate Holdings A Inc., a Delaware corporation (“Intermediate Holdings A”), IVD Intermediate Holdings B Inc., a Delaware corporation (“Intermediate Holdings B”), IVD Holdings Inc., a Delaware corporation (“Parent”, together with Merger Sub, Intermediate Holdings A and Intermediate Holdings B, the “Companies”), and TPG Capital, L.P. (the “Manager”).

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FORM OF MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among IVD Holdings Inc., Immucor, Inc. and the Investors and Managers Named Herein Dated as of
Management Stockholders’ Agreement • December 9th, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • Delaware
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EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • Georgia

AGREEMENT, effective as of October 17, 2011 (the “Agreement”), between Immucor, Inc. (“Immucor”), IVD Holdings Inc. (“Parent,” and together with Immucor, the “Company”), and William Hawkins (the “Executive”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of August 19, 2011 among Immucor, Inc., a Georgia corporation (the “Issuer”), BioArray Solutions Ltd., a Delaware corporation (the “Guarantor”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

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GUARANTY dated as of August 19, 2011 among as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Administrative Agent
Guaranty • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

This GUARANTY, dated as of August 19, 2011, is among IVD INTERMEDIATE HOLDINGS B INC., a Delaware corporation (“Holdings”), and the other Guarantors set forth on Schedule I hereto and CITIBANK, N.A., as Administrative Agent.

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As Representative of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement (as defined herein) c/o J.P. Morgan Securities LLC New York, New York 10179 Ladies and Gentlemen:
Purchase Agreement • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

Reference is made to the Purchase Agreement (the “Purchase Agreement”), dated August 16, 2011, between (i) IVD Acquisition Corporation (the “Company”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule 1 thereto (collectively, the “Initial Purchasers”), concerning the purchase of the Securities (as defined in the Purchase Agreement) from the Company by the several Initial Purchasers and (ii) the Registration Rights Agreement (the “Registration Rights Agreement”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.

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CREDIT AGREEMENT Dated as of August 19, 2011 among IVD ACQUISITION CORPORATION, which on the Closing Date shall be merged with and into IMMUCOR, INC., with Immucor, Inc. surviving such merger as the Borrower, IVD INTERMEDIATE HOLDINGS B INC., as...
Credit Agreement • November 22nd, 2011 • BioArray Solutions LTD • In vitro & in vivo diagnostic substances • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 19, 2011, among IVD ACQUISITION CORPORATION, a Georgia corporation (which on the Closing Date shall be merged with and into IMMUCOR, INC., a Georgia corporation (the “Company”), with the Company surviving such merger as the Borrower (the “Borrower”)), IVD INTERMEDIATE HOLDINGS B INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as administrative agent and as collateral agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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