1 EXHIBIT 10(k) SEVERANCE AGREEMENT Severance Agreement dated as of October 24, 1997 (the "Agreement") by and between U.S. Drug Testing, Inc., a Delaware corporation (the "Company"), and William B. Benken (the "Executive"). W I T N E S S E T H:...Severance Agreement • June 5th, 1998 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.2 VOID AFTER 5:00 P.M., PACIFIC TIME, ON NOVEMBER __, 2009 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES...Lifepoint Inc • January 12th, 2005 • Surgical & medical instruments & apparatus • Delaware
WARRANTLifepoint Inc • November 29th, 2001 • Surgical & medical instruments & apparatus • Delaware
E-3Stock Option Agreement • September 2nd, 1998 • Lifepoint Inc • Surgical & medical instruments & apparatus
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF LIFEPOINT, INC. ISSUED TO NAME DATE WARRANT NO. # ________ LIFEPOINT, INC.Lifepoint Inc • January 12th, 2005 • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4(b) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 20, 2001 by and among LIFEPOINT, INC., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the undersigned...Registration Rights Agreement • November 29th, 2001 • Lifepoint Inc • Surgical & medical instruments & apparatus • New York
Issued to Name April 1, 2002 Warrant No. #Lifepoint Inc • July 23rd, 2002 • Surgical & medical instruments & apparatus • Delaware
1 EXHIBIT 2(B)(1) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of February 17, 1997 by and among Substance Abuse Technologies, Inc., a Delaware corporation ("SAT"), U.S. Drug Acquisition Corp., a Delaware corporation...Agreement and Plan of Merger Agreement and Plan of Merger • July 15th, 1997 • U S Drug Testing Inc • Surgical & medical instruments & apparatus • Delaware
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • May 15th, 2002 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
DISTRIBUTORSHIP AGREEMENT (the "Agreement") made and entered into as of the 4th day of June 2001 by and between LifePoint, Inc., a corporation incorporated under the laws of the State of Delaware ("LFP"), with its executive offices at 1205 South Dupont Street, Ontario, California 91761, and CMI, Inc., a corporation incorporated under the laws of the Commonwealth of Kentucky ("CMI"), with its executive offices at 316 E. 9th Street, Owensboro, Kentucky 42303.
FORM FOR EMPLOYEE PERFORMANCE GRANT - INCENTIVE STOCK OPTIONStock Option Agreement • November 30th, 2000 • Lifepoint Inc • Surgical & medical instruments & apparatus
STOCK OPTION AGREEMENT (hereinafter called this "Agreement") made as of this __ day of _________, ____ between LIFEPOINT, INC., a Delaware corporation (hereinafter called the "Corporation"), and ____________ _________________ (hereinafter called the "Optionee").
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November ___, 2004, between LifePoint, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and each of the...Securities Purchase Agreement • January 12th, 2005 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
Exhibit 4(b)Registration Rights Agreement • July 23rd, 2002 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 14, 2003, by and among LifePoint, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and the undersigned (together with their affiliates, the "Initial Investors").
ContractLifepoint Inc • July 20th, 2001 • Surgical & medical instruments & apparatus • Delaware
FORM FOR DIRECTOR NON - QUALIFIED STOCK OPTIONNon - Qualified Stock Option • November 30th, 2000 • Lifepoint Inc • Surgical & medical instruments & apparatus
STOCK OPTION AGREEMENT (hereinafter called this "Agreement") made as of this __ day of _________, ____ between LIFEPOINT, INC., a Delaware corporation (hereinafter called the "Corporation"), and ____________ _________________ (hereinafter called the "Optionee").
ContractLifepoint Inc • July 20th, 2001 • Surgical & medical instruments & apparatus • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 14, 2003, between LifePoint, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and each of the purchasers (individually, a "Purchaser" and collectively the "Purchasers") set forth on the execution pages hereof (the "Execution Pages" and each an "Execution Page").
April 2, 2002 Warrant No. #Lifepoint Inc • July 23rd, 2002 • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4(d) AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of November 21, 2001 (this "Agreement"), by and among LIFEPOINT, INC., a Delaware corporation, and each of the holders of shares of the Company's Series C Convertible Preferred Stock,...Amendment Agreement • November 29th, 2001 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
Exhibit (10)(o) FINOVA Capital Corporation 10 Waterside Drive Farmington, Connecticut 06032-3065 (860) 676-1818 MASTER LEASE AGREEMENT No. S7970, Dated August 28, 2000, ("Lease") FINOVA Capital Corporation ("we", "us" or "FINOVA"), having its...Master Lease Agreement • November 15th, 2000 • Lifepoint Inc • Surgical & medical instruments & apparatus • Arizona
JOINT FILING AGREEMENT AND POWER OF ATTORNEYJoint Filing Agreement • October 16th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agrees to the joint filing in the Statements referred to below) on behalf of each of them of statements of beneficial ownership (collectively, “Statements”) pursuant to Regulation 13D-G under the Exchange Act (including amendments to such Statements) with respect to the Common Stock, par value $.01 per share (the “Common Stock”), of LifePoint, Inc., a Delaware corporation,and that this Agreement be included as an Exhibit to such joint filing.
Exhibit 10(m) Lease Agreement dated July 14, 1999 between LifePoint and FirstCorp FIRSTCORP First In Equipment Leasing First Portland Corporation 7145 SW Varns Street, Portland, OR 97223-8057 503.684.3417 800.247.3722 FAX 503.620.7677 MASTER LEASE...Master Lease Agreement • November 15th, 1999 • Lifepoint Inc • Surgical & medical instruments & apparatus • Oregon
SEVENTH AMENDMENT TO INDUSTRIAL LEASE 10400 Trademark Street, Rancho Cucamonga, CA 91730Industrial Lease • February 15th, 2001 • Lifepoint Inc • Surgical & medical instruments & apparatus
The terms of that industrial lease dated March 18, 1991 originally between Rancho Cucamonga Business Park as Lessor and U.S. Alcohol Testing of America as Lessee and subsequently by and between Substance Abuse Technologies, Inc. (formerly U.S. Alcohol Testing of America) as Lessee and The Realty Trust (TRT) as Lessor is amended as follows:
Amendment No. 1 to Convertible Loan and Security AgreementAmendment Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
This Amendment No. 1 to Convertible Loan and Security Agreement (the "Loan Amendment") is made as of July 7, 2003, among LifePoint, Inc., a Delaware corporation having a principal place of business at 1205 South Dupont Street, Ontario, California 91761 (the "Borrower"), Jonathan Pallin and General Conference Corporation of Seventh-day Adventists, a District of Columbia corporation having a principal place of business at 12501 Old Columbia Pike, Silver Spring, Maryland 20904 (the "Lender").
Exhibit 10(a)(5) PARTIALLY EXCLUSIVE LICENSE Between LIFE POINT, INC. And UNITED STATES OF AMERICA As Represented By THE SECRETARY OF THE NAVY NRL- LIC-99-5-066 INDEX Page Preamble............................................... 3 Article I...Lifepoint Inc • July 1st, 1999 • Surgical & medical instruments & apparatus
LIFEPOINT, INC. STOCK PURCHASE WARRANTLifepoint Inc • July 15th, 2003 • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, __________________, or its registered assigns, is entitled to purchase from LIFEPOINT, INC., a corporation organized under the laws of the State of Delaware (the "Company"), at any time or from time to time during the Exercise Period (as defined in Section 2 hereof), ________________(________) fully paid and nonassessable shares of the Company's common stock, $.001 par value per share (the "Common Stock"), at an exercise price per share (the "Exercise Price") equal to (i) $0.30 [100% of the Conversion Price] from the date hereof through the one year anniversary of the date hereof (the "First Year Exercise Price") and (ii) $0.50 [167% of the Conversion Price] from the one year anniversary of the date hereof through the expiration of the Exercise Period. Notwithstanding the foregoing, the number of shares of the Common Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price are subject to adjustment as provided in Section 4 hereo
ContractLifepoint Inc • July 20th, 2001 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
EXHIBIT C TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November [__], 2004, by and among LifePoint, Inc., a corporation organized under the laws of the State of Delaware...Registration Rights Agreement • January 12th, 2005 • Lifepoint Inc • Surgical & medical instruments & apparatus • Delaware
Amendment No. 1 to NOTE AND WARRANT PURCHASE AgreementNote and Warrant Purchase Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus
This Amendment No. 1 to Note and Warrant Purchase Agreement (the "Loan Amendment") is made as of July 7, 2003, among LifePoint, Inc., a Delaware corporation having a principal place of business at 1205 South Dupont Street, Ontario, California 91761 (the "Borrower") and Jonathan J. Pallin, an individual and resident of the State of California ("Lender").
EXHIBIT 10.10 FORM OF WARRANT Neither this Warrant nor the securities issuable upon exercise hereof have been registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be transferred in violation of such...Lifepoint Inc • October 2nd, 2003 • Surgical & medical instruments & apparatus • Delaware
Exhibit 10(l) COMMERCIAL PLEDGE AND SECURITY AGREEMENT Principal Loan Date Maturity Loan No Account Officer $500,000.00 06-02-1999 06-02-2000 33473 639804 MTP References in the shaded area are for Lender's use only and do not limit the applicability...Pledge and Security Agreement • November 15th, 1999 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
AMENDMENT AGREEMENTAmendment Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
This Amendment Agreement, dated May 30, 2003 (this "Agreement"), by and among LifePoint, Inc., a Delaware corporation, and each of the holders of shares of the Company's Series C Convertible Preferred Stock, $.001 par value (the "Series C Preferred Stock"), named on the signature pages hereto (each, a "Holder", and collectively, the "Holders").
CONVERTIBLE LOAN AND SECURITY AGREEMENTConvertible Loan and Security Agreement • November 18th, 2002 • Lifepoint Inc • Surgical & medical instruments & apparatus • California
This Convertible Loan and Security Agreement (the "Loan Agreement") is made as of November 12, 2002 (the "Effective Date"), by and between LifePoint, Inc., a Delaware corporation, having a principal place of business at 1205 South Dupont Street, Ontario, California 91761 ("Borrower"), and General Conference Corporation of Seventh-day Adventists, a District of Columbia corporation having a principal place of business at 12501 Old Columbia Pike, Silver Spring, Maryland 20904 ("Lender").
CALL OPTION AND SUBORDINATION AGREEMENTCall Option and Subordination Agreement • July 15th, 2003 • Lifepoint Inc • Surgical & medical instruments & apparatus
THIS CALL OPTION AND SUBORDINATION AGREEMENT (this "Agreement"), dated as of July 14, 2003, is made among LifePoint, Inc., a Delaware corporation (the "Company"), the purchasers of shares of Series D Convertible Preferred Stock (as defined below) named on the signature pages hereto (each a "Purchaser" and, collectively, the "Purchasers"), and General Conference Corporation of Seventh-Day Adventists, a District of Columbia corporation ("GCC") and Jonathan Pallin, an individual ("Mr. Pallin") (Mr. Pallin and GCC are each a "Lender" and, collectively, the "Lenders").
Exhibit 10(e)(6) SIXTH AMENDMENT TO INDUSTRIAL LEASE 10400 Trademark Street, Rancho Cucamonga, CA 91730 The terms of that industrial lease dated March 18, 1991 originally between Rancho Cucamonga Business Park as Lessor and U.S. Alcohol Testing of...Lifepoint Inc • July 1st, 1999 • Surgical & medical instruments & apparatus
