Idexx Laboratories Inc /De Sample Contracts

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BY AND AMONG
Stock Purchase Agreement • October 15th, 1998 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 30th, 1999 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 14, 2020 among IDEXX LABORATORIES, INC., IDEXX DISTRIBUTION, INC., IDEXX OPERATIONS, INC., OPTI MEDICAL SYSTEMS, INC., IDEXX LABORATORIES CANADA CORPORATION, IDEXX EUROPE B.V., and IDEXX...
Credit Agreement • April 16th, 2020 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 14, 2020, among IDEXX LABORATORIES, INC., a Delaware corporation (the “Administrative Borrower”), IDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and IDEXX EUROPE B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands and IDEXX HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (collectively with the Administrative Borrower and all other Persons who hereafter may be designated as a Borrower pursuant to Section 2.21, the “Borrowers”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Toronto Agent.

AGREEMENT
Agreement • November 13th, 2000 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2007 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware

THIS EMPLOYMENT AGREEMENT is made as of January 1, 2007, (this “Agreement”) by and between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and Conan R. Deady (the “Executive”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 9, 2013 among IDEXX LABORATORIES, INC., IDEXX DISTRIBUTION, INC., IDEXX OPERATIONS, INC., IDEXX REFERENCE LABORATORIES, INC., OPTI MEDICAL SYSTEMS, INC., IDEXX LABORATORIES CANADA CORPORATION and...
Credit Agreement • May 13th, 2013 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 9, 2013, among IDEXX LABORATORIES, INC., a Delaware corporation (the “Administrative Borrower”), IDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation, IDEXX REFERENCE LABORATORIES, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and IDEXX EUROPE B.V., a private limited liability company formed under the laws of the Netherlands (collectively with the Administrative Borrower and all other Persons who hereafter may be designated as a Borrower pursuant to Section 2.21, the “Borrowers”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Toronto Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

Contract
Credit Agreement • April 5th, 2007 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 30, 2007 among IDEXX LABORATORIES, INC., IDEXX DISTRIBUTION, INC., IDEXX OPERATIONS, INC., IDEXX REFERENCE LABORATORIES, INC., OPTI MEDICAL SYSTEMS, INC. and IDEXX LABORATORIES CANADA CORPORATION, as Borrowers, The Lenders Party Hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as Toronto Agent ___________________________ J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger BANK OF AMERICA, N.A., as Syndication Agent WACHOVIA BANK, N.A., as Documentation Agent LASALLE BANK NATIONAL ASSOCIATION, as Co-Agent

AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 18, 2014 among IDEXX LABORATORIES, INC., IDEXX DISTRIBUTION, INC., IDEXX OPERATIONS, INC., IDEXX REFERENCE LABORATORIES, INC., OPTI MEDICAL SYSTEMS, INC., IDEXX LABORATORIES CANADA CORPORATION and...
Credit Agreement • July 25th, 2014 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of June 18, 2014, among IDEXX LABORATORIES, INC., a Delaware corporation (the “Administrative Borrower”), IDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation, IDEXX REFERENCE LABORATORIES, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and IDEXX EUROPE B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (collectively with the Administrative Borrower and all other Persons who hereafter may be designated as a Borrower pursuant to Section 2.21, the “Borrowers”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Toronto Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 4, 2015 among IDEXX LABORATORIES, INC., IDEXX DISTRIBUTION, INC., IDEXX OPERATIONS, INC., OPTI MEDICAL SYSTEMS, INC., IDEXX LABORATORIES CANADA CORPORATION and IDEXX EUROPE B.V., as...
Credit Agreement • December 8th, 2015 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 4, 2015, among IDEXX LABORATORIES, INC., a Delaware corporation (the “Administrative Borrower”), IDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and IDEXX EUROPE B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (collectively with the Administrative Borrower and all other Persons who hereafter may be designated as a Borrower pursuant to Section 2.21, the “Borrowers”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Toronto Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2001 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware

THIS EMPLOYMENT AGREEMENT is made as of May 23, 2001, (this "Agreement") by and between IDEXX Laboratories, Inc., a Delaware corporation (the "Company"), and [__________] (the "Executive").

FORM OF AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 23rd, 2013 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of May 26, 2013 (this “Agreement”) by and between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and ____________________________ (the “Executive”) and amends and restates in its entirety the Executive Employment Agreement between the Company and the Executive dated as of February 13, 2012.

AGREEMENT
Agreement • February 16th, 2022 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

THIS AGREEMENT is made effective as of the 16th day of October, 2003, between IDEXX Operations, Inc., a Delaware corporation whose principal place of business is at 6100 East Shelby Drive, Memphis, Tennessee 38141, U.S.A. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc., a New York corporation with offices at 100 Indigo Creek Drive, Rochester, New York, U.S.A. (“OCD”).

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Form of Executive Employment Agreement • April 21st, 2011 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware

THIS EMPLOYMENT AGREEMENT is made as of _____________________ (this “Agreement”) by and between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Executive”).

Employee Restricted Stock Unit Agreement
Employee Restricted Stock Unit Agreement • May 4th, 2021 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
Director Stock Option Agreement Granted Under IDEXX Laboratories, Inc. 2018 Stock Incentive Plan
Director Stock Option Agreement • February 15th, 2019 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
Employee Stock Option Agreement Granted Under IDEXX Laboratories, Inc. 2018 Stock Incentive Plan
Employee Stock Option Agreement • February 14th, 2020 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware
Stock Option Agreement Granted Under IDEXX Laboratories, Inc. 2009 Stock Incentive Plan
Stock Option Agreement • February 19th, 2010 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
Restricted Stock Unit Agreement Granted Under IDEXX Laboratories, Inc. 2009 Stock Incentive Plan
Restricted Stock Unit Agreement • February 19th, 2010 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
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AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 16th, 2020 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

This Amendment to Note Purchase Agreement, dated as of April 10, 2020 (this “Amendment Agreement”) is made by and among IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), each of the Subsidiary Guarantors set forth on the signature pages to this Amendment Agreement (together with the Company, collectively, the “Credit Parties”) and each of the holders of the Notes (as defined below) set forth on the signature pages to this Amendment Agreement (collectively, the “Noteholders”) in accordance with Section 17 of the Note Purchase Agreement (as hereinafter defined).

CEO Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 16th, 2022 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
Performance-Based Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 15th, 2019 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
IDEXX LABORATORIES, INC. $75,000,000 3.72% Senior Notes due September 4, 2026 NOTE PURCHASE AGREEMENT Dated July 22, 2014
Subsidiary Guarantee Agreement • July 25th, 2014 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • New York

IDEXX Laboratories, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.3, the “Company”), agrees with each of the Purchasers as follows:

Employee Stock Option Agreement
Employee Stock Option Agreement • February 17th, 2016 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
PURCHASE AND SALE AGREEMENT (80 Eisenhower Drive — Westbrook, Maine)
Assignment and Assumption Agreement • March 10th, 2006 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Maine
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • March 9th, 2005 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances

This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Rights Agreement (the “Rights Agreement”) dated as of January 22, 2001, between IDEXX Laboratories, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), is entered into as of the 8th day of March, 2005. Capitalized terms not otherwise defined herein shall have the respective meanings given to them in the Rights Agreement.

AMENDMENT NO. 3 TO AGREEMENT
Certain • February 16th, 2022 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances

AMENDMENT, effective as of December 28, 2011 (this “Amendment”) to the Agreement, dated as of October 17, 2003, between IDEXX Europe B.V. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc. (“OCD”).

Employee Leveraged Restricted Stock Unit Agreement Granted under IDEXX Laboratories, Inc. 2018 Stock Incentive Plan
Employee Leveraged Restricted Stock Unit Agreement • February 22nd, 2024 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances
Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 16th, 2022 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances • Delaware
AMENDMENT NO. 4 TO AGREEMENT
Certain • February 16th, 2022 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances

AMENDMENT, effective as of December 28, 2011 (this “Amendment”) to the Agreement, dated as of October 16, 2003, between IDEXX Operations, Inc. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc. (“OCD”).

AMENDED AND RESTATED RIGHTS AGREEMENT
Idexx Laboratories Inc /De • March 14th, 2001 • In vitro & in vivo diagnostic substances • Delaware

AMENDED AND RESTATED RIGHTS AGREEMENT, as of January 22, 2001 (the "Agreement"), between IDEXX Laboratories, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company (as "Rights Agent").

AMENDMENT NO. 7 TO AGREEMENT
Agreement • November 2nd, 2021 • Idexx Laboratories Inc /De • In vitro & in vivo diagnostic substances

THIS AMENDMENT NO.7 TO AGREEMENT (this “Amendment”) is made effective as of July 9, 2019, between IDEXX Operations, Inc., a Delaware corporation whose principal place of business is at 6100 east Shelby Drive, Memphis Tennessee 38141, U.S.A. (“IDEXX”) and Ortho-Clinical Diagnostics, Inc., a New York corporation with offices at 100 Indigo Creek Drive, Rochester, New York, U.S.A. (“OCD”).

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