EXHIBIT 10.1 DATE TO: Cesar Garcia, CEO CC: Audit Committee of the Board RE: RESIGNATION AS CHIEF FINANCIAL OFFICER Gentlemen: This letter confirms our agreement regarding my change of status with IRIS and my continuing services to the Company after...Iris International Inc • May 17th, 2006 • Laboratory analytical instruments
EXHIBIT 4.2 INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. Stock Option Agreement PART I --NOTICE OF GRANT Employee's Name: Kshitij Mohan ------------------------------------ Employee's Address: ------------------------------------International Remote Imaging Systems Inc /De/ • February 26th, 2003 • Laboratory analytical instruments • Delaware
1 Annex I to Securities Purchase Agreement THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR...International Remote Imaging Systems Inc /De/ • January 21st, 1997 • Laboratory analytical instruments • Delaware
1 Exhibit 10.10(d) SUPPLEMENTAL TERMS LETTER As of January 3, 1997 International Remote Imaging Systems, Inc. 9162 Eton Avenue Chatsworth, CA 91311 Attention: Martin S. McDermut, Vice President, Finance & Administration & CFO RE: CHANGE IN TERMS...Terms Agreement • April 15th, 1997 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of the 26th day of April, 2005, by and between IRIS INTERNATIONAL, INC., a Delaware corporation ("PARENT"), and Blitz 05-047 GmbH (future...Assignment and Assumption Agreement • June 9th, 2005 • Iris International Inc • Laboratory analytical instruments • California
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made as of July 5, 2000 by and among Applied Imaging Corp., a Delaware corporation ("BUYER"), Perceptive Scientific Instruments, LLC, a Delaware limited liability company...Asset Purchase Agreement • August 14th, 2000 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 11.1(a) BUSINESS LOAN AGREEMENT (ASSET BASED)Loan Agreement • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of the 3rd day of April, 2006 (the "EFFECTIVE DATE") between IRIS International, Inc., a Delaware corporation (the "COMPANY"),...Registration Rights Agreement • April 7th, 2006 • Iris International Inc • Laboratory analytical instruments • California
Exhibit 10.1 ------------ SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of April 19, 2004, by and among IRIS International, Inc., a Delaware corporation (the "Company"), and the...Securities Purchase Agreement • April 26th, 2004 • Iris International Inc • Laboratory analytical instruments • New York
EXHIBIT 2.1 * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2 MERGER AGREEMENTMerger Agreement • April 7th, 2006 • Iris International Inc • Laboratory analytical instruments • California
AMENDMENT TO COPYRIGHT SECURITY AGREEMENTSecurity Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 10.8(n) AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT This Amendment Number Six to Loan and Security Agreement ("Amendment") is entered into on March 14, 2001, by and among FOOTHILL CAPITAL CORPORATION, a California corporation...Loan and Security Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
EXHIBIT 10.8(q) SUBORDINATION AGREEMENT This Subordination Agreement ("Agreement"), dated as of March 14, 2001, is entered into between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and DIGITAL IMAGING TECHNOLOGIES, INC., a...Subordination Agreement • April 2nd, 2001 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
EXHIBIT 10.7(A) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE SECURITIES LAWS OR "BLUE SKY" LAWS OF ANY STATE AND HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS...International Remote Imaging Systems Inc /De/ • April 2nd, 2001 • Laboratory analytical instruments • Delaware
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF JANUARY 21, 2000 TABLE OF CONTENTSRights Agreement • January 26th, 2000 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
COMMON STOCK OFInternational Remote Imaging Systems Inc /De/ • April 2nd, 2001 • Laboratory analytical instruments • Delaware
W I T N E S S E T H:Securities Purchase Agreement • January 21st, 1997 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
AMENDMENT TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
W I T N E S S E T H:International Remote Imaging Systems Inc /De/ • January 21st, 1997 • Laboratory analytical instruments • Delaware
EXHIBIT 10.10(l) AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT This Amendment Number Two to Loan and Security Agreement ("Amendment") is entered into as of March 19, 1999, by and between FOOTHILL CAPITAL CORPORATION, a California corporation...Loan and Security Agreement • March 31st, 1999 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments
KEY EMPLOYEE AGREEMENT ForIris International Inc • April 7th, 2006 • Laboratory analytical instruments • California
1 EXHIBIT 10.3(b) PATENT LICENSE AGREEMENT This Patent License Agreement (the "Agreement") is entered into as of April 1, 1997 by and between International Remote Imaging Systems, Inc., a Delaware corporation ("IRIS"), and TOA Medical Electronics Co.,...Patent License Agreement • March 31st, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
IRIS INTERNATIONAL, INC. ("IRIS") SECOND AMENDMENT TO KEY EMPLOYEE AGREEMENT FOR CESAR M. GARCIAIris International Inc • November 14th, 2007 • Laboratory analytical instruments • California
EXHIBIT 11.1(c) COMMERCIAL SECURITY AGREEMENTSecurity Agreement • April 1st, 2002 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
KEY EMPLOYEE AGREEMENT FOR ROBERT MELLOKey Employee Agreement • November 14th, 2007 • Iris International Inc • Laboratory analytical instruments • California
PART I NOTICE OF STOCK OPTION GRANT ("NOTICE OF GRANT")International Remote Imaging Systems Inc /De/ • July 16th, 1997 • Laboratory analytical instruments • Delaware
2- 3 3. COST OF ISSUANCES. The Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates or replacement Warrants, except for any transfer tax or other...International Remote Imaging Systems Inc /De/ • March 31st, 1998 • Laboratory analytical instruments • Delaware
Exhibit 10.9(d) INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("IRIS") KEY EMPLOYEE AGREEMENTInternational Remote Imaging Systems Inc /De/ • March 31st, 2003 • Laboratory analytical instruments • California
EXHIBIT 10.2 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • July 14th, 2008 • Iris International Inc • Laboratory analytical instruments
1 EXHIBIT 10.1(e) COPYRIGHT SECURITY AGREEMENT This COPYRIGHT SECURITY AGREEMENT ("Agreement"), dated as of May 5, 1998, is entered into between PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC., a Delaware corporation ("Debtor") and FOOTHILL CAPITAL...Copyright Security Agreement • May 15th, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
AMONGLoan and Security Agreement • May 15th, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • California
PART I NOTICE OF STOCK OPTION GRANT ("NOTICE OF GRANT") Employee's Name: ________________________ Employee's Address: ________________________ ________________________ ________________________Option Plan Stock Option Agreement • October 9th, 1998 • International Remote Imaging Systems Inc /De/ • Laboratory analytical instruments • Delaware
BORROWER: INTERNATIONAL REMOTE LENDER: CALIFORNIA BANK & TRUST IMAGING SYSTEMS, INC. COMMERCIAL LOAN CENTER 9162 ETON AVENUE 550 SOUTH HOPE STREET, CHATSWORTH, CA 91311 SUITE 300 LOS ANGELES, CA 90071International Remote Imaging Systems Inc /De/ • April 1st, 2002 • Laboratory analytical instruments • California
CONTINUING GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, STATSPIN, INC. ("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO CALIFORNIA BANK & TRUST ("LENDER") OR ITS ORDER, IN LEGAL TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF INTERNATIONAL REMOTE IMAGING SYSTEMS, INC. ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY. THE OBLIGATIONS OF GUARANTOR UNDER THIS GUARANTY ARE CONTINUING.
IRIS INTERNATIONAL, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF [___], 201___ SENIOR DEBT SECURITIESIris International Inc • November 10th, 2010 • Laboratory analytical instruments • California
CREDIT AGREEMENT dated as of July 27, 2011 among IRIS INTERNATIONAL, INC., as Borrower, The Lenders Party Hereto, as the Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • July 28th, 2011 • Iris International Inc • Laboratory analytical instruments • California
CREDIT AGREEMENT, dated as of July 27, 2011, among IRIS INTERNATIONAL, INC., a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
