andRights Agreement • May 1st, 1998 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.15 SERVICES AGREEMENT This SERVICES AGREEMENT is made and entered into as of this 21st day of March, 1997, by and between ODETICS, INC., a Delaware corporation ("Odetics") and ATL PRODUCTS, INC., a Delaware corporation ("ATL"). R E C I T A...Services Agreement • June 30th, 1997 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
2 3 3. ATL AS BORROWER AND GUARANTOR. Upon the effectiveness of this Amendment as set forth in Section 8 below, (i) ATL shall cease to be a signatory to, and "Borrower" under, the Agreement, and shall no longer be bound by any of the terms and...Loan and Security Agreement • June 30th, 1997 • Odetics Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.3 ------------------------------------------------------------------ -------------- TBCC Loan and Security Agreement Borrowers: Odetics, Inc., a Delaware corporation Odetics ITS, Inc., a California corporation Gyyr Incorporated, a...Loan and Security Agreement • June 29th, 1999 • Odetics Inc • Radio & tv broadcasting & communications equipment • Illinois
ODETICS, INC. STOCK OPTION AGREEMENT ----------------------Stock Option Agreement • February 14th, 2000 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
EXHIBIT 10.11 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this "Agreement") dated as of May 28, 2001, is made by and between, on the one hand, Odetics, Inc., a Delaware corporation, Iteris, Inc., a Delaware corporation (formerly Odetics ITS,...Forbearance Agreement • July 30th, 2001 • Odetics Inc • Radio & tv broadcasting & communications equipment • Illinois
A. In connection with the Securities Purchase Agreement of even date herewith between the Company and the Initial Purchaser ("Securities Purchase ------------------- Agreement"), the Company has agreed, upon the terms and subject to the ---------...Registration Rights Agreement • June 1st, 2001 • Odetics Inc • Radio & tv broadcasting & communications equipment • Illinois
AMENDED AND RESTATED RIGHTS AGREEMENT by and between ITERIS HOLDINGS, INC. and U.S. STOCK TRANSFER CORPORATION (as Rights Agent) Dated as of May 10, 2004Rights Agreement • June 18th, 2004 • Iteris Holdings Inc • Radio & tv broadcasting & communications equipment • California
This AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement") is made as of May 10, 2004 by and between Iteris Holdings, Inc. (formerly Odetics, Inc.), a Delaware corporation (the "Company"), and U.S. Stock Transfer Corporation (the "Rights Agent").
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • January 26th, 1998 • Odetics Inc • Radio & tv broadcasting & communications equipment
ODETICS, INC.Stock Issuance Agreement • January 26th, 1998 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Iteris, Inc. • Communications equipment, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of September, 2006 by and among Iteris, Inc., a Delaware corporation (the “Company”), and the “Funds” named in that certain Warrant Exercise Agreement by and among the Company and the Funds (the “Warrant Exercise Agreement”).
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • January 26th, 1998 • Odetics Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.14 TAX ALLOCATION AGREEMENT BY AND BETWEENTax Allocation Agreement • June 30th, 1997 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
RIGHTS AGREEMENT by and between ITERIS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent dated as of August 20, 2009Rights Agreement • August 21st, 2009 • Iteris, Inc. • Communications equipment, nec • Delaware
This Rights Agreement (this “Agreement”) is entered into as of August 20, 2009 by and between ITERIS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 14th, 2004 • Iteris Holdings Inc • Radio & tv broadcasting & communications equipment
This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
ITERIS,INC.Convertible Note Purchase Agreement • June 29th, 2000 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
SCHEDULE TO REVOLVING CREDIT NOTE DATED DECEMBER 28, 1998Odetics Inc • June 29th, 1999 • Radio & tv broadcasting & communications equipment • Illinois
FOR VALUE RECEIVED, Odetics, Inc., Odetics ITS, Inc., Gyyr Incorporated, Mariner Networks, Inc. and Meyer, Mohaddes Associates, Inc., having its chief executive office and principal place of business at 1515 S. Manchester, Anaheim, California 92802 (jointly and severally, the "Borrower"), hereby unconditionally and absolutely promises to pay to the order of TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("TBCC"), on the Maturity Date, at TBCC's office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018, or at such other location as TBCC may from time to time designate, in lawful money of the United States of America and in immediately available funds, the principal amount equal to $17,000,000 or such greater or lesser amount as represents the aggregate unpaid principal amount of all Loans made by TBCC to the Borrower under the revolving credit facility made available pursuant to the Loan and Security Agreement between TBCC and Borrower dated December 28, 19
A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the United ------------ States...Securities Purchase Agreement • June 1st, 2001 • Odetics Inc • Radio & tv broadcasting & communications equipment • Illinois
ODETICS, INC. STOCK OPTION AGREEMENTOdetics Inc • January 26th, 1998 • Radio & tv broadcasting & communications equipment • California
EXHIBIT "2.1" SEPARATION AND DISTRIBUTION AGREEMENT -------------------------------------Separation and Distribution Agreement • November 14th, 1997 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
ODETICS, INC. AUTOMATIC STOCK OPTION AGREEMENTAutomatic Stock Option Agreement • January 26th, 1998 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
20,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT Dated as of January 25, 2022 by and among ITERIS, INC., as Borrower, THE OTHER PERSONS PARTY HERETO DESIGNATED FROM TIME TO TIME AS CREDIT PARTIES, CAPITAL ONE, NATIONAL ASSOCIATION for itself, as...Credit Agreement • January 28th, 2022 • Iteris, Inc. • Communications equipment, nec • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of January 25, 2022, by and among Iteris, Inc., a Delaware corporation (the “Borrower”) and the other Persons party hereto that are designated as a “Credit Party”, Capital One, National Association, a national banking association (in its individual capacity, “Capital One”) as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swing Lender) and such Lenders.
Agreement ---------Rights Agreement • June 1st, 2001 • Odetics Inc • Radio & tv broadcasting & communications equipment
EXHIBIT 10.4 AMENDMENT TO LOAN AGREEMENT December __, 1998 Transamerica Business Credit Corporation 15260 Ventura Blvd. Suite 1240 Sherman Oaks, CA 91403 Gentlemen: Reference is made to the Loan and Security Agreement between us dated December __,...Loan Agreement • June 29th, 1999 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
5,376,345 Shares ITERIS, INC. Common Stock ($0.10 Par Value)Underwriting Agreement • June 14th, 2019 • Iteris, Inc. • Communications equipment, nec • New York
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • August 22nd, 2003 • Odetics Inc • Radio & tv broadcasting & communications equipment
This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2002 • Odetics Inc • Radio & tv broadcasting & communications equipment • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of this 16th day of August, 2002 by and among Odetics, Inc., a Delaware corporation (the "Company"), and the "Purchasers" named in that certain Subscription Agreement by and among the Company and the Purchasers (the "Purchase Agreement").
QuickLinks -- Click here to rapidly navigate through this documentOdetics Inc • September 5th, 2002 • Radio & tv broadcasting & communications equipment • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
DEBENTURE REDEMPTION AGREEMENTDebenture Redemption Agreement • February 13th, 2009 • Iteris, Inc. • Communications equipment, nec
This Debenture Redemption Agreement (“Agreement”) is entered into as of October 17, 2008 by and between (“Holder”) and Iteris, Inc. (“Iteris” or the “Company”).
WARRANT TO PURCHASE COMMON STOCKIteris, Inc. • July 22nd, 2005 • Communications equipment, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
QuickLinks -- Click here to rapidly navigate through this documentOdetics Inc • September 5th, 2002 • Radio & tv broadcasting & communications equipment • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
ODETICS, INC. AUTOMATIC STOCK OPTION AGREEMENT --------------------------------Automatic Option Grant • February 14th, 2000 • Odetics Inc • Radio & tv broadcasting & communications equipment • California
RECITALSSecurity Agreement • June 29th, 1999 • Odetics Inc • Radio & tv broadcasting & communications equipment • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Iteris, Inc. • Communications equipment, nec • California
This Employment Agreement (the “Agreement”) is entered into as of March 9, 2015 (the “Effective Date”) by and between Iteris, Inc., a Delaware corporation (the “Company”), and Andrew Schmidt, an individual (the “Executive”).
ITERIS, INC. RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • February 2nd, 2021 • Iteris, Inc. • Communications equipment, nec • Delaware
