American Science & Engineering, Inc. Sample Contracts

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ARTICLE I. DEFINITIONS
Securities Purchase Agreement • June 5th, 2002 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
LEASE
Lease • June 29th, 2000 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus
ARTICLE I
Employment Agreement • January 3rd, 2003 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
ARTICLE I
Employment Agreement • July 14th, 1998 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
ARTICLE I
Employment Agreement • August 5th, 1997 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
ARTICLE I
Employment Agreement • January 3rd, 2003 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
RIGHTS AGREEMENT Dated as of April 17, 2008
Rights Agreement • April 18th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This Rights Agreement dated as of April 17, 2008 (the “Agreement”) is between American Science and Engineering, Inc., a Massachusetts corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

ARTICLE I
Employment Agreement • January 3rd, 2003 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
FIRST AMENDMENT ---------------
American Science & Engineering Inc • June 26th, 1997 • X-ray apparatus & tubes & related irradiation apparatus
BETWEEN
Revolving Loan and Security Agreement • February 14th, 2001 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
ARTICLE I
American Science & Engineering Inc • November 15th, 1999 • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
1 EXHIBIT 4 SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • April 15th, 1998 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among OSI SYSTEMS, INC., APPLE MERGER SUB, INC. and AMERICAN SCIENCE AND ENGINEERING, INC. Dated as of June 20, 2016
Agreement and Plan of Merger • June 21st, 2016 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 20, 2016, by and among OSI Systems, Inc., a Delaware corporation (the “Buyer”), Apple Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and American Science and Engineering, Inc., a Massachusetts corporation (the “Company”).

1 EXHIBIT 1 SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • April 15th, 1998 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
AGREEMENT
Agreement • June 9th, 2011 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

AGREEMENT made and entered into in Billerica, Massachusetts, by and between American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation with its principal place of business at Billerica, Massachusetts, and Anthony Fabiano (the “Executive”), effective as of the 1st day of June, 2011 (the “Effective Date”).

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Change in Control & Severance Benefit Agreement
Control Agreement • November 10th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This is a SEVERANCE BENEFIT & CHANGE IN CONTROL Agreement (the “Agreement”) entered into between American Science & Engineering, Inc. (the “Company”, which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and (“Executive”) effective as of the 29th day of July, 2008 (the “Effective Date”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 13th, 2003 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Washington

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 11, 2003, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and AMERICAN SCIENCE AND ENGINEERING, INC., a Massachusetts corporation with offices at 829 Middlesex Turnpike, Billerica, Massachusetts 01821 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

American Science & Engineering, Inc. Non-Employee Director Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 10th, 2014 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

The undersigned (i) acknowledges that he/she has received an award (the “Award”) of restricted stock from American Science & Engineering, Inc. (the “Company”) under the 2014 Equity and Incentive Plan (as amended from time to time, the “Plan”) as a non-employee Director of the Company, subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:

SECOND LOAN MODIFICATION AGREEMENT (DOMESTIC LINE)
Second Loan Modification Agreement • November 17th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

This Second Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of November 30, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and AMERICAN SCIENCE AND ENGINEERING, INC, a Massachusetts corporation with its chief executive office located at 829 Middlesex Turnpike, Billerica, Massachusetts 01821 (“Borrower”).

FOURTH AMENDMENT TO LEASE
Lease • June 9th, 2011 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This FOURTH AMENDMENT TO LEASE (this “Amendment”) is made as of the 18th day of January, 2011 (the “Effective Date”) by and between DIRECT INVEST — 829 MIDDLESEX, LLC; DIRECT INVEST — 829 MIDDLESEX 1, LLC; DIRECT INVEST — 829 MIDDLESEX 2, LLC; DIRECT INVEST — 829 MIDDLESEX 3, LLC; DIRECT INVEST — 829 MIDDLESEX 4, LLC; DIRECT INVEST — 829 MIDDLESEX 5, LLC; DIRECT INVEST — 829 MIDDLESEX 6, LLC; DIRECT INVEST — 829 MIDDLESEX 7, LLC; DIRECT INVEST — 829 MIDDLESEX 8, LLC; DIRECT INVEST — 829 MIDDLESEX 9, LLC; DIRECT INVEST — 829 MIDDLESEX 10, LLC; DIRECT INVEST — 829 MIDDLESEX 11, LLC; DIRECT INVEST — 829 MIDDLESEX 12, LLC; DIRECT INVEST — 829 MIDDLESEX 13, LLC; DIRECT INVEST — 829 MIDDLESEX 14, LLC; DIRECT INVEST — 829 MIDDLESEX 15, LLC; DIRECT INVEST — 829 MIDDLESEX 16, LLC; DIRECT INVEST — 829 MIDDLESEX 17, LLC; and DIRECT INVEST — 829 MIDDLESEX 18, LLC (“Landlord”), and AMERICAN SCIENCE AND ENGINEERING, INC., (“Tenant”).

THIRD AMENDMENT TO LEASE
Lease • June 13th, 2007 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

This THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of the 1st day of January, 2007 (the “Effective Date”) by and between DIRECT INVEST – 829 MIDDLESEX, LLC; DIRECT INVEST – 829 MIDDLESEX 1, LLC; DIRECT INVEST – 829 MIDDLESEX 2, LLC; DIRECT INVEST – 829 MIDDLESEX 3, LLC; DIRECT INVEST – 829 MIDDLESEX 4, LLC; DIRECT INVEST – 829 MIDDLESEX 5, LLC; DIRECT INVEST – 829 MIDDLESEX 6, LLC; DIRECT INVEST – 829 MIDDLESEX 7, LLC; DIRECT INVEST – 829 MIDDLESEX 8, LLC; DIRECT INVEST – 829 MIDDLESEX 9, LLC; DIRECT INVEST – 829 MIDDLESEX 10, LLC; DIRECT INVEST – 829 MIDDLESEX 11, LLC; DIRECT INVEST – 829 MIDDLESEX 12, LLC; DIRECT INVEST – 829 MIDDLESEX 13, LLC; DIRECT INVEST – 829 MIDDLESEX 14, LLC; DIRECT INVEST – 829 MIDDLESEX 15, LLC; DIRECT INVEST – 829 MIDDLESEX 16, LLC; DIRECT INVEST – 829 MIDDLESEX 17, LLC; and DIRECT INVEST – 829 MIDDLESEX 18, LLC as successor in interest to Middlesex Development Limited Partnership (“Landlord”), and AMERICAN SCIENCE AND ENGINEERING, INC., (“Te

AMERICAN SCIENCE AND ENGINEERING, INC. 2005 Equity and Incentive Plan Nonstatutory Stock Option Grant Agreement Performance Vested Options
American Science & Engineering Inc • June 9th, 2006 • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below an option to purchase shares of Common Stock, $0.66 2/3 par value, of the Company (the “Option”) under and subject to the Company’s 2005 Equity and Incentive Plan (the “Plan”) exercisable on the terms and conditions set forth below and those attached hereto and in the Plan:

FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • November 17th, 2008 • American Science & Engineering Inc • X-ray apparatus & tubes & related irradiation apparatus

This Fourth Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of November 14, 2008, by and between SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and AMERICAN SCIENCE AND ENGINEERING, INC, a Massachusetts corporation with its chief executive office located at 829 Middlesex Turnpike, Billerica, Massachusetts 01821 (“Borrower”).

AMERICAN SCIENCE AND ENGINEERING, INC. LTIP Cash Component Agreement
American Science And • June 9th, 2010 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus

American Science and Engineering, Inc. (the “Company”), a Massachusetts corporation, hereby grants, pursuant to the 20 Long-Term Incentive Plan (the “Plan”) to the person named below LTIP Cash Component (“LTIP Cash Component”) representing the right to receive cash subject to the terms and conditions set forth below and those attached hereto.

AMERICAN SCIENCE AND ENGINEERING, INC. Time-Based Restricted Stock Units Granted Under the 2014 Equity and Incentive Plan
Science And • August 4th, 2015 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts

American Science and Engineering, Inc. (the “Company”) has granted you a restricted stock units award, which is subject to the provisions of the Company’s 2014 Equity and Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Units Agreement (this “Agreement”). Please confirm your acceptance of this award (the “Award”) and of the terms and conditions of this Agreement and in the Plan by signing a copy of this Agreement where indicated below.

American Science & Engineering, Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • November 12th, 2013 • American Science & Engineering, Inc. • X-ray apparatus & tubes & related irradiation apparatus

The undersigned (i) acknowledges that he or she has been granted an award (the “Award”) of restricted stock units (“Units”) from American Science & Engineering, Inc. (the “Company”) under the 2005 Equity & Incentive Plan (the “Plan”) under which the undersigned may be issued shares (the “Shares”) of common stock of the Company (“Stock”), subject to the satisfaction of certain vesting conditions set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:

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